Common use of Advances by Administrative Agent Clause in Contracts

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Overnight Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Overnight Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Administrative Agent has been notified in writing by a Lender has notified the Administrative Agent, prior to the time Settlement Date for any payment is required to be made by it Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent hereunderon or prior to such applicable Settlement Date, that the Borrower or such Lender, as the case may be, will not make such payment, then the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent assume) that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to Lender will make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made amount available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time on or before such Settlement Date, and in effect; and (ii) if any Lender failed to make reliance upon such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand thereforassumption, the Administrative Agent may make available to Borrowers a demand therefor upon corresponding amount on behalf of such Lender. If the Borrower, and the Borrower shall pay amount of such amount Pro Rata share is not made available to the Administrative AgentAgent in immediately available funds by a Lender until after the applicable Settlement Date, together then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the Compensation Period entire such period since such Settlement Date at a the highest interest rate per annum equal to then applicable under the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorFacilities.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Revolving Credit Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower or a corresponding amount. If any Revolving Credit Lender has notified makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Revolving Credit Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the amount of such Revolving Credit Lender’s Commitment Percentage of such Revolving Credit Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Revolving Credit Lender’s Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent, prior and the denominator of which is 360. A statement of the Administrative Agent submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the time any payment is required to be made by it amount due and owing to the Administrative Agent hereunderby such Revolving Credit Lender. If the amount of such Revolving Credit Lender’s Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown Date. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment on such date in accordance herewith and may (but shall not be so required to)may, in reliance thereonupon such assumption, make available a corresponding amount distribute to the Person entitled theretoLenders the amount due. If and to In such event, if the extent that such payment was Borrower has not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available amount so distributed to such Lender Lender, in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was made available by the Administrative Agent is distributed to such Lender it to but excluding the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Effective Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together in accordance with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorbanking industry rules on interbank compensation.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Revolving Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower or any a corresponding amount. In such event, if a Lender has notified not in fact made its share of the applicable Revolving Credit Loan available to the Administrative Agent, prior then the applicable Lender and the Borrower severally agree to pay to the time any Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment is required to the Administrative Agent, at (A) in the case of a payment to be made by it such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent hereunderfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Revolving Credit Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of such Revolving Credit Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or such Lenderthe L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand of the relevant Lenders severally agrees to repay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available amount so distributed to such Lender Lender, in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was made available by the Administrative Agent is distributed to such Lender it to but excluding the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together in accordance with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. banking industry rules on interbank compensation. (c) A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection §§2.8.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may (unless earlier notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank by 12:00 noon (New York time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the time any payment is required to be made by it end of such Business Day make available) to the Administrative Agent hereunderthe amount of such Bank's Commitment Percentage with respect to the Loans (or, that the Borrower or such Lender, as in the case may beof Competitive Bid Loans, will not make the amount of such paymentBank's accepted offers of such Loans, if any) to be made on such Drawdown Date, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that any Bank makes such payment was not in fact made amount available to the Administrative Agent in immediately available fundson a date after such Drawdown Date, then: such Bank shall pay the Administrative Agent on demand an amount equal to the product of (i) if the Borrower failed average, computed for the period referred to make such paymentin clause (iii) below, each Lender shall forthwith on demand repay to of the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with weighted average annual interest thereon in respect of each day from and including the date such amount was made available rate paid by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available for federal funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available acquired by the Administrative Agent during each day included in such period times (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, in the Borrower case of Competitive Bid Loans and Swing Line Loans, the amount of such Bank's accepted offer of such Competitive Bid Loans, if any, and portion of such Swing Line Loans) times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to but not including the date such on which the amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to such Bank's Commitment Percentage of such Loans, or the Federal Funds Rate from time to time in effect. If amount of such Lender pays Bank's accepted offers of such amount Competitive Bid Loans, if any, and portion of Swing Line Loans, shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If such Lender does amount is not pay such amount forthwith upon in fact made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days of such Drawdown Date, the Administrative Agent may make a demand therefor upon the shall be entitled to recover such amount from such Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for at the Compensation Period at a applicable rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorannum.

Advances by Administrative Agent. (a) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period, times (b) the amount of such Lender’s Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Revolving Credit Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this §2.4.2 shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Revolving Credit Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown Date and the Borrower may take the actions permitted under §4.12 hereof to replace such Lender. Any payment by the Borrower to the Administrative Agent of any Revolving Credit Loans pursuant to this §2.4.2 shall be deemed to be a payment to the Administrative Agent in respect of the advances made by the Administrative Agent in respect of the Revolving Credit Loans that were to be made by the Lender that failed to make such Revolving Credit Loans. (b) Unless the Borrower or any Lender has notified the Administrative Agent, Agent prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled theretosuch Lender. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if by the Borrower failed to make such paymentin Same Day Funds, then each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available fundsSame Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds Same Day Funds at the Federal Funds Overnight Rate from time to time in effect; and. (iic) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection §§2.4.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may (unless earlier notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank by 12:00 noon (New York time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the time any payment is required to be made by it end of such Business Day make available) to the Administrative Agent hereunderthe amount of such Bank's Commitment Percentage with respect to the Loans (or, that the Borrower or such Lender, as in the case may beof Competitive Bid Loans, will not make the amount of such paymentBank's accepted offers of such Loans, if any) to be made on such Drawdown Date, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that any Bank makes such payment was not in fact made amount available to the Administrative Agent in immediately available fundson a date after such Drawdown Date, then: such Bank shall pay the Administrative Agent on demand an amount equal to the product of (i) if the Borrower failed average, computed for the period referred to make such paymentin clause (iii) below, each Lender shall forthwith on demand repay to of the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with weighted average annual interest thereon in respect of each day from and including the date such amount was made available rate paid by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available for federal funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available acquired by the Administrative Agent during each day included in such period TIMES (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, in the Borrower case of Competitive Bid Loans and Swing Line Loans, the amount of such Bank's accepted offer of such Competitive Bid Loans, if any, and portion of such Swing Line Loans) TIMES (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to but not including the date such on which the amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to such Bank's Commitment Percentage of such Loans, or the Federal Funds Rate from time to time in effect. If amount of such Lender pays Bank's accepted offers of such amount Competitive Bid Loans, if any, and portion of Swing Line Loans, shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If such Lender does amount is not pay such amount forthwith upon in fact made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days of such Drawdown Date, the Administrative Agent may make a demand therefor upon the shall be entitled to recover such amount from such Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for at the Compensation Period at a applicable rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorannum.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “"Compensation Period”") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s 's Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Dollars and in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Dollars and in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Dollars and in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to)may, in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence (absent manifest error) of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Commitment Percentage or Term Loan Percentage, as the case may be, of the Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower 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 Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of the such Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or such Lenderthe L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand of the relevant Lenders severally agrees to repay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available amount so distributed to such Lender Lender, in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was made available by the Administrative Agent is distributed to such Lender it to but excluding the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together in accordance with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. banking industry rules on interbank compensation. (c) A notice of the Administrative Agent to any Lender or the any Borrower with respect to any amount owing under this subsection §§2.8.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Dollars and in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Dollars and in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Dollars and in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the applicable Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the a Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the applicable Borrower to the date such amount is recovered by the Administrative Agent (the “"Compensation Period”") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s 's Revolving Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and the such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the a Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the any Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. (a) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period, times (b) the amount of such Lender’s Commitment Percentage of such Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this §2.3.2 shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Loans made on such Drawdown Date and the Borrower may take the actions permitted under §3.12 hereof to replace such Lender. Any payment by the Borrower to the Administrative Agent of any Loans pursuant to this §2.3.2 shall be deemed to be a payment of the Loans that were to be made by the Lender that failed to make such Loans. (b) Unless the Borrower or any Lender has notified the Administrative Agent, Agent prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled theretosuch Lender. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if by the Borrower failed to make such paymentin Same Day Funds, then each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available fundsSame Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds Same Day Funds at the Federal Funds Overnight Rate from time to time in effect; and. (iic) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection §§2.3.2(a) and (cb) hereof shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “"Compensation Period”") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s 's Revolving Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. (a) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Syndicated Loans (or, in the case of Competitive Bid Loans, the amount of such Lender’s accepted offers of Competitive Bid Loans, if any) to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period, times (b) the amount of such Lender’s Commitment Percentage of such Syndicated Loans (or accepted offers of Competitive Bid Loans, as applicable), times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Syndicated Loans or Competitive Bid Loans, as applicable, shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this §2.4.2 shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Syndicated Loans or Competitive Bid Loans, as applicable, is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Syndicated Loans or Competitive Bid Loans, as applicable, made on such Drawdown Date and the Borrower may take the actions permitted under §4.12 hereof to replace such Lender. Any payment by the Borrower to the Administrative Agent of any Syndicated Loans or Competitive Bid Loans pursuant to this §2.4.2 shall be deemed to be a payment of the Revolving Credit Loans that were to be made by the Lender that failed to make such Syndicated Loans or Competitive Bid Loans, as applicable. (b) Unless the Borrower or any Lender has notified the Administrative Agent, Agent prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled theretosuch Lender. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if by the Borrower failed to make such paymentin Same Day Funds, then each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available fundsSame Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds Same Day Funds at the Federal Funds Overnight Rate from time to time in effect; and. (iic) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection §§2.4.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may (unless earlier notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank by 12:00 noon (New York time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the time any payment is required to be made by it end of such Business Day make available) to the Administrative Agent hereunderthe amount of such Bank's Commitment Percentage with respect to the Loans (or, that in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of such Loans, if any) to be made on such Drawdown Date, and the Administrative Agent may (but shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes such amount available to the Administrative Agent on a date after such Drawdown Date, such Bank shall pay the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average annual interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period times (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, in the case of Competitive Bid Loans and Swing Line Loans, the amount of such Bank's accepted offer of such Competitive Bid Loans, if any, and portion of such Swing Line Loans) or such Lenderthe Term Loan, as the case may be, will not make such paymenttimes (iii) a fraction, the Administrative Agent may assume numerator of which is the number of days that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day elapse from and including such Drawdown Date to but not including the date such on which the amount was made available by the Administrative Agent equal to such Lender to Bank's Commitment Percentage of such Loans, or the date amount of such amount is repaid to the Administrative Agent in Bank's accepted offers of such Competitive Bid Loans, if any, and portion of Swing Line Loans, shall become immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If such Lender does amount is not pay such amount forthwith upon in fact made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days of such Drawdown Date, the Administrative Agent may make a demand therefor upon the shall be entitled to recover such amount from such Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for at the Compensation Period at a applicable rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorannum.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date or the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such LenderApplicable Time, as the case may be, will not make assume that such payment, Lender has made available to the Administrative Agent may assume that the Borrower on such Drawdown Date or such LenderApplicable Time, as the case may be, has timely the amount of such Lender’s Commitment Percentage of the Loans to be made on such payment Drawdown Date or Applicable Time, as the case may be, and the Administrative Agent may (but it shall not be so required to), in reliance thereonupon such assumption, make available to BGI and/or Xxxxxx Switzerland, as the case may be, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date or Applicable Time, then: (i) if as the Borrower failed to make case may be, such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent its Commitment Percentage thereof on demand of the portion Administrative Agent, plus interest thereon from the date of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender demand to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make paid by such paymentLender, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds applicable Overnight Rate from time to time in effect. If A statement of the Administrative Agent submitted to such Lender pays such with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent, then Agent by such Lender. If the amount shall constitute of such Lender’s Loan included in Commitment Percentage of such Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon Drawdown Date or Applicable Time, as the Administrative Agent’s demand thereforcase may be, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative Agentapplicable Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which under this clause shall survive the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice payment in full of the Administrative Agent to any Lender or Obligations and the Borrower with respect to any amount owing under termination of this subsection (c) shall be conclusive, absent manifest errorCredit Agreement.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Commitment Percentage of the Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Commitment Percentage of such Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Commitment Percentage of such amount Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Commitment Percentage of such Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank prior to the time any payment is required to be a Drawdown Date, assume that such Bank has made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Bank makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender Bank shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (i) the average computed for the period from referred to in clause (iii) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the “Compensation Period”amount of such Bank's Commitment Percentage of such Revolving Credit Loans, times (iii) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Bank's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If the amount of such Lender does Bank's Commitment Percentage of such Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, TIMES (b) the “Compensation Period”amount of such Lender's Commitment Percentage of such Revolving Credit Loans, TIMES (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days of notice to such amount forthwith upon Lender and the Administrative Agent’s demand thereforBorrower following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Domestic Borrowing Administrator or the Foreign Borrowing Administrator, as applicable, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent on demand an amount equal to the portion product of (a) the average computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the amount of such assumed payment Lender’s Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that was elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the Borrowers on demand, with interest thereon, for each day from the date such amount is made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to Borrowers until the date such amount is repaid to the Administrative Agent in immediately available funds Agent, at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal applicable to the Federal Funds Rate from time to time in effect. If Revolving Credit Loans made on such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date or the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such LenderApplicable Time, as the case may be, will not make assume that such payment, Lender has made available to the Administrative Agent may assume that the Borrower on such Drawdown Date or such LenderApplicable Time, as the case may be, has timely the amount of such Lender’s Commitment Percentage of the Loans to be made on such payment Drawdown Date or Applicable Time, as the case may be, and the Administrative Agent may (but it shall not be so required to), in reliance thereonupon such assumption, make available to BGI, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date or Applicable Time, then: (i) if as the Borrower failed to make case may be, such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent its Commitment Percentage thereof on demand of the portion Administrative Agent, plus interest thereon from the date of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender demand to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make paid by such paymentLender, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower payment is required to the date on which such amount payment is recovered by immediately available to the Administrative Agent (the “Compensation Period”) Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate from time and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. A statement of the Administrative Agent submitted to time in effect. If such Lender pays such with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent, then Agent by such Lender. If the amount shall constitute of such Lender’s Loan included in Commitment Percentage of such Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon Drawdown Date or Applicable Time, as the Administrative Agent’s demand thereforcase may be, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative Agentapplicable Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which under this clause shall survive the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice payment in full of the Administrative Agent to any Lender or Obligations and the Borrower with respect to any amount owing under termination of this subsection (c) shall be conclusive, absent manifest errorCredit Agreement.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, TIMES (b) the “Compensation Period”amount of such Lender's Commitment Percentage of such Revolving Credit Loans, TIMES (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless the Borrower or any Administrative Agent has been notified in writing by a Lender has notified the Administrative Agent, prior to the time Settlement Date for any payment is required to be made by it Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent hereunderon or prior to such applicable Settlement Date, that the Borrower or such Lender, as the case may be, will not make such payment, THEN the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent ) assume that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to Lender will make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made amount available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time on or before such Settlement Date, AND in effect; and (ii) if any Lender failed to make reliance upon such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand thereforassumption, the Administrative Agent may make available to Borrowers a demand therefor upon corresponding amount on behalf of such Lender. If the Borrower, and the Borrower shall pay amount of such amount Pro Rata share is not made available to the Administrative AgentAgent in immediately available funds by a Lender until after the applicable Settlement Date, together THEN such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the PRODUCT OF (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, MULTIPLIED BY (b) the amount of such Lender's Pro Rata share of such Advance or Loan, MULTIPLIED BY (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds AND (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, THEN the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the Compensation Period entire such period since the Settlement Date at a the highest interest rate per annum equal to (including the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which Rate Margin) then applicable under the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorFacilities.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Funding Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Funding Date the Borrower or amount of such Lender’s Commitment Percentage of the Credit Loans to be made on such Funding Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentFunding Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Commitment Percentage of such Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Funding Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Commitment Percentage of such amount Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Commitment Percentage of such Credit Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforFunding Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorFunding Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to)may, in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent the portion of on demand such assumed payment that was made available to such Lender amount in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence (absent manifest error) of the date such amount is repaid due and owing to the Administrative Agent in immediately by such Lender. If the amount of such Lender’s Commitment Percentage of such Revolving Credit Loans is not made available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount thereof in immediately available fundsfrom the Borrower on demand, together with interest thereon for at the period from rate per annum applicable to the date Revolving Credit Loans made on such amount was made available by Drawdown Date. If the Borrower 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 Borrower to the date amount of such amount is recovered interest paid by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effectBorrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Loan included in the applicable Borrowingsuch borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and Any payment by the Borrower shall pay such amount be without prejudice to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunder. A notice of payment to the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorAgent.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender prior to a Drawdown Date, assume that such Lender has notified made available to the Administrative Agent on such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Revolving Credit Loan available to the Administrative Agent, prior then the applicable Lender and the Borrowers severally agree to pay to the time any Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment is required to the Administrative Agent, at (A) in the case of a payment to be made by it such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent hereunderfor 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. If such Lender pays its share of the applicable Revolving Credit Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of such Revolving Credit Loan. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower or such Lender, as the case may be, Borrowers will not make such payment, the Administrative Agent may assume that the Borrower Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or such Lenderthe L/C Issuer, as the case may be, has timely made the amount due. In such payment and may (but shall not be so required to)event, in reliance thereon, make available a corresponding amount to if the Person entitled thereto. If and to the extent that such payment was Borrowers have not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand of the relevant Lenders severally agrees to repay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available amount so distributed to such Lender Lender, in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was made available by the Administrative Agent is distributed to such Lender it to but excluding the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together in accordance with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. banking industry rules on interbank compensation. (c) A notice of the Administrative Agent to any Lender or the any Borrower with respect to any amount owing under this subsection §§2.8.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless ii) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that In such payment was event, if a Lender has not in fact made its share of the applicable Revolving Credit Loan available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender to the date shall pay such amount is repaid interest to the Administrative Agent in immediately available funds at for the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentsame or an overlapping period, such Lender shall forthwith on demand pay to the Administrative Agent shall promptly remit to the Borrowers the amount thereof in immediately available funds, together with of such interest thereon for the period from the date such amount was made available paid by the Administrative Agent to the Borrower to the date Borrowers for such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effectperiod. If such Lender pays such amount its share of the applicable Revolving Credit Loan to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Loan included in share of such Revolving Credit Loan. Any payment by the applicable Borrowing. If Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount payment to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “"Compensation Period”") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s 's Revolving Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Revolving Credit Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Revolving Credit Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Revolving Credit Commitment Percentage of such Revolving Credit Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Commitment Percentage of such Revolving Credit Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Lenders Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that any such payment was not in fact made Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lenders Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lenders Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lenders Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent will promptly notify each Lender of its receipt of any Advance Request and of the amount of such Lender's Pro Rata share of the requested Advance. Each Lender will make the amount of its Pro Rata share of each Advance available to the Administrative Agent for the account of the Borrower or any Lender has notified at the Administrative Agent, prior 's Payment Office by 11:00 a.m. (Central Time) on the Settlement Date requested by the Borrower in funds immediately available to the time Administrative Agent. The proceeds of all such Advances will then be made available to the Borrower by the Administrative Agent in accordance with this Agreement. The failure of any payment is required Lender to make any Advance on any Settlement Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Settlement Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by it such other Lender on any Settlement Date. Unless the Administrative Agent has been notified in writing by a Lender prior to the Settlement Date for any Advance that such Lender will not make the amount constituting its Pro Rata share of such Advance available to the Administrative Agent hereunderon or prior to such applicable Settlement Date, that the Borrower or such Lender, as the case may be, will not make such payment, THEN the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent ) assume that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to Lender will make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made amount available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time on or before such Settlement Date, AND in effect; and (ii) if any Lender failed to make reliance upon such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand thereforassumption, the Administrative Agent may make available to Borrower a demand therefor upon corresponding amount on behalf of such Lender. If the Borrower, and the Borrower shall pay amount of such amount Pro Rata share is not made available to the Administrative AgentAgent in immediately available funds by a Lender until after the applicable Settlement Date, together THEN such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance): the PRODUCT OF (a) the average (computed for the period determined under clause (c) below) of the weighted average Federal Funds Rate as determined by the Administrative Agent during each day included in such period, MULTIPLIED BY (b) the amount of such Lender's Pro Rata share of such Advance, MULTIPLIED BY (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance is actually received by the Administrative Agent in immediately available funds AND (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance, THEN the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the Compensation Period entire such period since the Settlement Date at a the highest interest rate per annum equal to (including the rate applicable Rate Margin) then applicable under the Line of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorCredit Facility.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date of a Revolving Credit Loan, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the US Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period referred to in clause (c) below, of the Federal Funds Rate, times (b) the amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that shall have elapsed from the date and including such amount was made available by the Administrative Agent to the Borrower Drawdown Date to the date on which the amount of such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If Lender's Commitment Percentage of such Lender pays such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) US Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentUS Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunderunder this Agreement, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Dollars and in immediately available funds, then: (i) if the Borrower failed fails to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Dollars and in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of Federal Funds Rate from time to time in effecteffect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing; and (ii) if any Lender failed fails to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Dollars and in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effecteffect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period period from the date such amount was made available by the Administrative Agent to Borrower to the date such amount is recovered by the Administrative Agent at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein in this Agreement shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderunder this Agreement. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (cSection 3.5(c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Tranche A Commitment Percentage of the Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Tranche A Commitment Percentage of such Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Tranche A Commitment Percentage of such amount Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Tranche A Commitment Percentage of such Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank prior to the time any payment is required to be a Drawdown Date, assume that such Bank has made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Bank's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Bank makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender Bank shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (i) the average computed for the period from referred to in clause (iii) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the “Compensation Period”amount of such Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans, times (iii) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Bank's Revolving Credit Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If the amount of such Lender does Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunderunder this Agreement, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Dollars and in immediately available funds, then: (ia) if the Borrower failed fails to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in dollars and in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time Effective Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in effectconnection with the foregoing; and (iib) if any Lender failed fails to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in dollars and in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan loan included in the applicable BorrowingCredit Facility. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period period from the date such amount was made available by the Administrative Agent to Borrower to the date such amount is recovered by the Administrative Agent at a rate per annum equal to the rate of interest applicable to such Borrowingborrowing. Nothing herein in this Agreement shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderunder this Agreement. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (cSection 2.03(j)(iii) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Funding Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Funding Date the Borrower or amount of such Lender’s Commitment Percentage of the Loans to be made on such Funding Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentFunding Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Commitment Percentage of such Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Funding Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Commitment Percentage of such amount Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Commitment Percentage of such Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforFunding Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorFunding Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Revolving Credit Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Revolving Credit Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Revolving Credit Lender's Revolving Credit Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Revolving Credit Lender's Revolving Credit Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Revolving Credit Lender’s Loan included in the applicable Borrowing. If the amount of such Lender does Revolving Credit Lender's Revolving Credit Commitment Percentage of such Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender's applicable Commitment Percentages of the Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower or a corresponding amount. If any Lender has notified makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the amount of such Lender's applicable Commitment Percentages of such Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's applicable Commitment Percentages of such Loans shall become immediately available to the Administrative Agent, prior and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the time any payment is required to be made by it amount due and owing to the Administrative Agent hereunder, that the Borrower or by such Lender. If the amount of such Lender's applicable Commitment Percentages, as the case may be, will of such Loans is not make made available to the Administrative Agent by such paymentLender within three (3) Business Days following such Drawdown Date, the Administrative Agent may assume that shall be entitled to recover such amount from the Borrower or such Lenderon demand, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal applicable to the Federal Funds Rate from time to time in effect. If Loans made on such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank prior to the time any payment is required to be a Drawdown Date of a Loan, assume that such Bank has made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Bank's Commitment Percentage of the Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Bank makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender Bank shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Bank's Commitment Percentage of such Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that shall have elapsed from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Bank's Commitment Percentage of such amount Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If the amount of such Lender does Bank's Commitment Percentage of such Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal to the rate of interest applicable to Base Rate Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender prior to a Drawdown Date, assume that such Lender has notified made available to the Administrative Agent on such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the applicable Borrower or, as the case may be, Borrowers a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period times (b) the amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower or, as the case may be, Borrowers on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown Date. (b) Unless the Co-Borrowers, the Australian Borrower or the UK Borrower, as the case may be, has or have notified the Administrative Agent prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled theretosuch Lender. If and to the extent that such payment was not in fact made to the Administrative Agent by the applicable Borrower in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Overnight Rate from time to time in effect; and. (iic) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the any Borrower with respect to any amount owing under this subsection Sections 2.9.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Administrative Agent has been notified in writing by a Lender has notified the Administrative Agent, prior to the time Settlement Date for any payment is required to be made by it Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent hereunderon or prior to such applicable Settlement Date, that the Borrower or such Lender, as the case may be, will not make such payment, then the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent assume) that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to Lender will make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made amount available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time on or before such Settlement Date, and in effect; and (ii) if any Lender failed to make reliance upon such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand thereforassumption, the Administrative Agent may make available to Borrower a demand therefor upon corresponding amount on behalf of such Lender. If the Borrower, and the Borrower shall pay amount of such amount Pro Rata share is not made available to the Administrative AgentAgent in immediately available funds by a Lender until after the applicable Settlement Date, together then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the Compensation Period entire such period since such Settlement Date at a the highest interest rate per annum equal to annum, then applicable under the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorFacilities.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date (other than the time date on which any payment Revolving Credit Loan is required to be converted or continued in accordance with (S)2.7), assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforSettling Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent -------------------------------- may, unless notified to the Borrower or contrary by any Lender US Revolving Credit Bank prior to a Drawdown Date of a Mexican Revolving Credit Loan, assume that such Bank has notified made available to the Administrative Agent, prior to 's Mexican Lending Office on such Drawdown Date the time any payment is required amount of such Bank's Mexican Commitment Percentage of the Mexican Revolving Credit Loans to be made by it to the Administrative Agent hereunderon such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Mexican Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any US Revolving Credit Bank makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date Agent's Mexican Lending Office such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender Bank shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period referred to in clause (c) below, of the Federal Funds Effective Rate, times (b) the amount of such Bank's Mexican ----- Commitment Percentage of such Mexican Revolving Credit Loans, times (c) a ----- fraction, the numerator of which is the number of days that shall have elapsed from the date and including such amount was made available by the Administrative Agent to the Borrower Drawdown Date to the date on which the amount of such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If Bank's Mexican Commitment Percentage of such Lender pays such amount Mexican Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima ----- facie evidence of the amount shall constitute due and owing to the Administrative Agent by ----- such Lender’s Loan included in the applicable BorrowingBank. If the amount of such Lender does Bank's Mexican Commitment Percentage of such Mexican Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Mexican Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentMexican Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Mexican Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s 's Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such BorrowingBase Rate plus 2%. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent Agent, the L/C Issuer or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified in writing to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent on demand an amount equal to the portion product of (a) the average computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the amount of such assumed payment Lender's Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that was elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent, and the denominator of which is 365. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be, absent manifest error, prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender in immediately available fundswithin three (3) Business Days following such Drawdown Date, together the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon in respect of each day at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown Date; provided that such Lender shall indemnify the Administrative Agent and hold the Administrative Agent harmless from and against any loss, cost or expense (including loss of anticipated profits) that the date Administrative Agent may sustain or incur as a consequence of the Borrower's repayment, upon the Administrative Agent's demand, of such amount was made available Revolving Credit Loans, including any such loss or expense arising from interest or fees payable by the Administrative Agent to such Lender lenders of funds obtained by it in order to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds maintain its Eurodollar Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorLoans.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the applicable Borrower or, as the case may be, will Borrowers a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period times (b) the amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not make made available to the Administrative Agent by such paymentLender within three (3) Business Days following such Drawdown Date, the Administrative Agent may assume that shall be entitled to recover such amount from the applicable Borrower or such Lenderor, as the case may be, has timely made such payment and may (but shall not be so required to)Borrowers on demand, in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal applicable to the Federal Funds Rate from time to time in effect. If Revolving Credit Loans made on such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender's Commitment Percentage of such Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Revolving Credit Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Revolving Credit Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Revolving Credit Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date on demand all such amount was made available costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent's rights against such Revolving Credit Lender plus an amount equal to the Borrower greater of (a) the amount of interest actually paid by the Borrowers on account of such amounts or (b) the product of (i) the average computed for the period referred to in clause (iii) below, of the date such amount is recovered weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the “Compensation Period”amount of such Revolving Credit Lender's Commitment Percentage of such Revolving Credit Loans, times (iii) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Revolving Credit Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Revolving Credit Administrative Agent by such Revolving Credit Lender. If the amount of such Lender’s Loan included in the applicable Borrowing. If 's Commitment Percentage of such Lender does Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Group Agent prior to the time any payment is required to be a Funding Date, assume that its related Lender Group has made by it available to the Administrative Agent hereunderon such Funding Date the amount of such Lender Group’s Lender Group Percentage of the Credit Loans to be made on such Funding Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender Group makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentFunding Date, such Lender Group shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Group Lender Group Percentage of such Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Funding Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender’s Group Lender pays Group Percentage of such amount Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender Group’s Group Agent with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender Group. If the amount of such Lender’s Loan included in Group Lender Group Percentage of such Credit Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay Group within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforFunding Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorFunding Date.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender prior to a Drawdown Date, assume that such Lender has notified made available to the Administrative Agent on such Drawdown Date the amount of such Lender's Commitment Percentage or Last Out Commitment Percentage, as the case may be, of the Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the applicable Borrower or, as the case may be, Borrowers a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period times (b) the amount of such Lender's Commitment Percentage or Last Out Commitment Percentage, as the case may be, of such Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage or Last Out Commitment Percentage, as the case may be, of such Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Commitment Percentage or Last Out Commitment Percentage, as the case may be, of such Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower or, as the case may be, Borrowers on demand, with interest thereon at the rate per annum applicable to the such Loans made on such Drawdown Date. (b) Unless the applicable Borrower has or have notified the Administrative Agent prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled theretosuch Lender. If and to the extent that such payment was not in fact made to the Administrative Agent by the applicable Borrower in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Overnight Rate from time to time in effect; and. (iic) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the any Borrower with respect to any amount owing under this subsection Sections 2.9.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless (1) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Commitment Percentage of the Term Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that In such payment was event, if a Lender has not in fact made its share of the applicable Term Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender to the date shall pay such amount is repaid interest to the Administrative Agent in immediately available funds at for the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentsame or an overlapping period, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent shall promptly remit to the Borrower to the date amount of such amount is recovered interest paid by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effectBorrower for such period. If such Lender pays such amount its share of the applicable Term Loan to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Loan included in the applicable Borrowingshare of such Term Loan. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and Any payment by the Borrower shall pay such amount be without prejudice to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunder. A notice of payment to the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorAgent.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date of a Revolving Credit Loan, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the US Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period referred to in clause (c) below, of the Federal Funds Effective Rate, times (b) the amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that shall have elapsed from the date and including such amount was made available by the Administrative Agent to the Borrower Drawdown Date to the date on which the amount of such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If Lender's Commitment Percentage of such Lender pays such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) US Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentUS Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless Administrative Agent will promptly notify each Lender of its receipt of any Advance Request and of the amount of such Lender's Pro Rata share of the requested Advance. Each Lender will make the amount of its Pro Rata share of each Advance available to Administrative Agent for the account of Borrower or at Administrative Agent's Payment Office by 11:00 a.m. (Central Time) on the Settlement Date requested by Borrower in funds immediately available to Administrative Agent. The proceeds of all such Advances will then be made available to Borrower by Administrative Agent in accordance with this Agreement. The failure of any Lender has notified to make any Advance on any Settlement Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Settlement Date, but no Lender shall be responsible for the Administrative Agent, prior failure of any other Lender to make the time any payment is required Advance to be made by it such other Lender on any Settlement Date. Unless Administrative Agent has been notified in writing by a Lender prior to the Administrative Agent hereunder, Settlement Date for any Advance that the Borrower or such Lender, as the case may be, Lender will not make the amount constituting its Pro Rata share of such payment, the Advance available to Administrative Agent may assume that the Borrower on or prior to such Lenderapplicable Settlement Date, as the case may be, has timely made such payment and then Administrative Agent may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent ) assume that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to Lender will make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made amount available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at on or before such Settlement Date, and in reliance upon such assumption, Administrative Agent may make available to Borrower a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender shall pay to Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average Federal Funds Rate as determined by Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from time and including such Settlement Date to time and including the date on which such Lender's Pro Rata share of such Advance is actually received by Administrative Agent in effect; and immediately available funds and (ii) if the denominator of which is 360. A statement from Administrative Agent submitted to any Lender failed with respect to make such payment, such Lender any amounts owing under this Section shall forthwith on demand pay be conclusive (absent manifest error) as to the amount owed to Administrative Agent the amount thereof by such Lender. If such Lender's Pro Rata share is not actually received by Administrative Agent in immediately available fundsfunds within three (3) Business Days after the applicable Settlement Date for such Advance, together then Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period from since the date such amount was made available by Settlement Date at the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a highest interest rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in (including the applicable Borrowing. If such Lender does not pay such amount forthwith upon Rate Margin) then applicable under the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate Line of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorCredit Facility.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date or the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such LenderApplicable Time, as the case may be, will not make assume that such payment, Lender has made available to the Administrative Agent may assume that the Borrower on such Drawdown Date or such LenderApplicable Time, as the case may be, has timely the amount of such Lender’s Commitment Percentage of the Loans to be made on such payment Drawdown Date or Applicable Time, as the case may be, and the Administrative Agent may (but it shall not be so required to), in reliance thereonupon such assumption, make available to BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date or Applicable Time, then: (i) if as the Borrower failed to make case may be, such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent its Commitment Percentage thereof on demand of the portion Administrative Agent, plus interest thereon from the date of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender demand to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make paid by such paymentLender, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower payment is required to the date on which such amount payment is recovered by immediately available to the Administrative Agent (the “Compensation Period”) Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate from time and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. A statement of the Administrative Agent submitted to time in effect. If such Lender pays such with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent, then Agent by such Lender. If the amount shall constitute of such Lender’s Loan included in Commitment Percentage of such Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon Drawdown Date or Applicable Time, as the Administrative Agent’s demand thereforcase may be, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative Agentapplicable Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which under this clause shall survive the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice payment in full of the Administrative Agent to any Lender or Obligations and the Borrower with respect to any amount owing under termination of this subsection (c) shall be conclusive, absent manifest errorCredit Agreement.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Xxxxxx has made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Xxxxxx’s Commitment Percentage of the Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Xxxxxx’s Commitment Percentage of such Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Commitment Percentage of such amount Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingXxxxxx. If the amount of such Xxxxxx’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, -------------------------------- unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender's Commitment Percentage of such ----- Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the ----- number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the ----- ----- amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a proposed funding date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such funding date identified by the Borrower or Company in a Notice of Borrowing the amount of such Lender’s Pro Rata Share of the Revolving Loans to be made on such funding date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Company a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentfunding date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Pro Rata Share of such Revolving Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such funding date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Pro Rata Share of such amount Revolving Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Pro Rata Share of such Revolving Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforfunding date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentCompany on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorfunding date.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Dollars and in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Dollars and in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Dollars and in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “"Compensation Period”") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s 's Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Revolving Credit Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Revolving Credit Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Revolving Credit Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Revolving Credit Lender’s Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Revolving Credit Lender’s Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Revolving Credit Lender. If the amount of such Revolving Credit Lender’s Loan included in the applicable Borrowing. If Commitment Percentage of such Lender does Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank prior to the time any payment is required to be a Drawdown Date, assume that such Bank has made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Bank makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender Bank shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Bank's Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Bank's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If the amount of such Lender does Bank's Commitment Percentage of such Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such BorrowingDrawdown Date. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error3.

Advances by Administrative Agent. Unless The Administrative -------------------------------- Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Revolving Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Company a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available fundsproduct of (a) the weighted average, together with interest thereon computed for the period referred to in clause (c) below, of the Federal Funds Rate, for each day included in such period, times (b) the amount of such ----- Lender's Revolving Commitment Percentage of such Revolving Credit Loans times (c) a fraction, the numerator of which is the number of ----- days that elapse from the date and including such amount was made available by the Administrative Agent to the Borrower Drawdown Date to the date on which the amount of such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If Lender's Revolving Commitment Percentage of such Lender pays such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence ----- ----- of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Revolving Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentCompany on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Revolving Credit Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Revolving Credit Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Revolving Credit Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date on demand all such amount was made available costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent's rights against such Revolving Credit Lender plus an amount equal to the Borrower greater of (a) the amount of interest actually paid by the Borrowers on account of such amounts or (b) the product of (i) the average computed for the period referred to in clause (iii) below, of the date such amount is recovered weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, TIMES (ii) the “Compensation Period”amount of such Revolving Credit Lender's Commitment Percentage of such Revolving Credit Loans, TIMES (iii) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Revolving Credit Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount shall constitute due and owing to the Revolving Credit Administrative Agent by such Revolving Credit Lender. If the amount of such Lender’s Loan included in the applicable Borrowing. If 's Commitment Percentage of such Lender does Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Revolving Credit Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Revolving Credit Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, TIMES (b) the “Compensation Period”amount of such Revolving Credit Lender's Revolving Credit Commitment Percentage of such Revolving Credit Loans, TIMES (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Revolving Credit Lender's Revolving Credit Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount shall constitute due and owing to the Administrative Agent by such Revolving Credit Lender’s Loan included in the applicable Borrowing. If the amount of such Lender does Revolving Credit Lender's Revolving Credit Commitment Percentage of such Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender prior to a Drawdown Date, assume that such Lender has notified made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the applicable Borrower or, as the case may be, Borrowers a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period times (b) the amount of such Lender’s Commitment Percentage of such Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of such Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower or, as the case may be, Borrowers on demand, with interest thereon at the rate per annum applicable to such Loans made on such Drawdown Date. (b) Unless the applicable Borrower(s) has or have notified the Administrative Agent prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, Borrower(s) will not make such payment, the Administrative Agent may assume that the such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled theretosuch Lender. If and to the extent that such payment was not in fact made to the Administrative Agent by the applicable Borrower in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Overnight Rate from time to time in effect; and. (iic) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the any Borrower with respect to any amount owing under this subsection §§2.9.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date or the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such LenderApplicable Time, as the case may be, will not make assume that such payment, Lender has made available to the Administrative Agent may assume that the Borrower on such Drawdown Date or such LenderApplicable Time, as the case may be, has timely the amount of such Lender’s Commitment Percentage of the Loans to be made on such payment Drawdown Date or Applicable Time, as the case may be, and the Administrative Agent may (but it shall not be so required to), in reliance thereonupon such assumption, make available to BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date or Applicable Time, then: (i) if as the Borrower failed to make case may be, such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent its Commitment Percentage thereof on demand of the portion Administrative Agent, plus interest thereon from the date of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender demand to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make paid by such paymentLender, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower payment is required to the date on which such amount payment is recovered by immediately available to the Administrative Agent (the “Compensation Period”) Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate from time to time and a rate determined by the Administrative Agent in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If the amount of such Lender’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender pays within three (3) Business Days following such Drawdown Date or Applicable Time, as the case may be, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower on demand, with interest thereon at the rate per annum applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement. (b) The Administrative Agent may, unless notified to the contrary by BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder, as applicable, that the applicable Borrower will not make such payment, assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrowerin accordance with banking industry rules on interbank compensation, and the Borrower shall pay such amount to the Administrative Agentplus any administrative, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment processing or to prejudice any rights which similar fees customarily charged by the Administrative Agent or in connection with the Borrower may have against any Lender as a result of any default by such Lender hereunder. foregoing. (c) A notice statement of the Administrative Agent submitted to any a Lender or the Borrower with respect to any amount amounts owing under this subsection clause (ca) or (b) above shall be conclusive, absent manifest errorprima facie evidence of the amount due and owing to the Administrative Agent by such Lender.

Advances by Administrative Agent. Unless The Administrative Agent -------------------------------- may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, US Revolving Credit Bank prior to the time any payment is required to be a Drawdown Date of a US Revolving Credit Loan, assume that such Bank has made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Bank's US Commitment Percentage of the US Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the US Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any US Revolving Credit Bank makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender Bank shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period referred to in clause (c) below, of the Federal Funds Effective Rate, times (b) the amount of such Bank's US Commitment Percentage of such ----- US Revolving Credit Loans, times (c) a fraction, the numerator of which is ----- the number of days that shall have elapsed from the date and including such amount was made available by the Administrative Agent to the Borrower Drawdown Date to the date on which the amount of such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If Bank's US Commitment Percentage of such Lender pays such amount US Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of ----- ----- the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If the amount of such Lender does Bank's US Commitment Percentage of such US Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) US Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentUS Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to US Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless The Administrative Agent may (unless earlier notified to the Borrower or contrary by any Lender has notified the Administrative Agent, Bank by 12:00 noon (Boston time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the time any payment is required to be made by it end of such Business Day make available) to the Administrative Agent hereunderthe amount of such Bank's Commitment Percentage with respect to the Syndicated Loan (or, that the Borrower or such Lender, as in the case may beof Competitive Bid Loans, will not make the amount of such paymentBank's accepted offers of Competitive Bid Loans, if any) to be made on such Drawdown Date, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that any Bank makes such payment was not in fact made amount available to the Administrative Agent in immediately available fundson a date after such Drawdown Date, then: such Bank shall pay the Administrative Agent on demand an amount equal to the product of (i) if the Borrower failed average, computed for the period referred to make such paymentin clause (iii) below, each Lender shall forthwith on demand repay to of the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with weighted average annual interest thereon in respect of each day from and including the date such amount was made available rate paid by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available for federal funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available acquired by the Administrative Agent during each day included in such period times (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, in the Borrower case of a Competitive Bid Loan, the amount of such Bank's accepted offer of such Competitive Bid Loan, if any), times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to but not including the date such on which the amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to such Bank's Commitment Percentage of such Syndicated Loan, or the Federal Funds Rate from time to time in effect. If amount of such Lender pays Bank's accepted offers of such amount Competitive Bid Loan, shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable BorrowingBank. If such Lender does amount is not pay such amount forthwith upon in fact made available to the Administrative Agent’s demand thereforAgent by such Bank within three (3) Business Days of such Drawdown Date, the Administrative Agent may make a demand therefor upon shall be entitled to debit the Borrower's accounts to recover such amount from the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for at the Compensation Period at a applicable rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorannum.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date (other than the time date on which any payment Revolving Credit Loan is required to be converted or continued in accordance with Section 2.7), assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender's 40 -33- Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 365. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforSettling Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made most recently preceding such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless the Borrower Borrower, the Alternative Rate Lender or any Lender has notified the Administrative Agent, prior to the time date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower Borrower, the Alternative Rate Lender or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower Borrower, the Alternative Rate Lender or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Dollars and in immediately available funds, then: (i) if the Borrower or Alternative Rate Lender failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Dollars and in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Dollars and in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “"Compensation Period”") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s 's Revolving Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender’s Commitment Percentage of the Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to BGI and/or Xxxxxx Switzerland, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Lender’s Commitment Percentage of such Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Lender’s Commitment Percentage of such amount Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Loan included in Commitment Percentage of such Loans is not made available to the applicable Borrowing. If Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative Agentapplicable Borrower on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless (i) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date or the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such LenderApplicable Time, as the case may be, will not make assume that such payment, Lender has made available to the Administrative Agent may assume that the Borrower on such Drawdown Date or such LenderApplicable Time, as the case may be, has timely the amount of such Xxxxxx’s Commitment Percentage of the Loans to be made on such payment Drawdown Date or Applicable Time, as the case may be, and the Administrative Agent may (but it shall not be so required to), in reliance thereonupon such assumption, make available to BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date or Applicable Time, then: (i) if as the Borrower failed to make case may be, such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent its Commitment Percentage thereof on demand of the portion Administrative Agent, plus interest thereon from the date of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender demand to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make paid by such paymentLender, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower payment is required to the date on which such amount payment is recovered by immediately available to the Administrative Agent (the “Compensation Period”) Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time applicable Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in effectconnection with the foregoing. If the amount of such Xxxxxx’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender pays within three (3) Business Days following such Drawdown Date or Applicable Time, as the case may be, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower on demand, with interest thereon at the rate per annum applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement. (ii) The Administrative Agent may, unless notified to the contrary by BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder, as applicable, that the applicable Borrower will not make such payment, assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand thereforOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent may make a demand therefor upon in connection with the Borrower, and the Borrower shall pay such amount foregoing. (iii) With respect to any payment that the Administrative Agent, together with interest thereon Agent makes for the Compensation Period at a rate per annum equal account of the Lenders or the Issuing Bank hereunder as to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection determines (c) which determination shall be conclusive, conclusive absent manifest error.) that any of the following applies (such payment referred to as the “Rescindable Amount”):

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Overnight Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Overnight Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such LenderXxxxxx’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effecteffect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Term Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower or any a corresponding amount. In such event, if a Lender has notified not in fact made its share of the applicable Term Loan available to the Administrative Agent, prior then the applicable Lender and the Borrower severally agree to pay to the time any Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment is required to the Administrative Agent, at (A) in the case of a payment to be made by it such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the Fixed Interest Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent hereunderfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Term Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of such Term Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment on such date in accordance herewith and may (but shall not be so required to)may, in reliance thereonupon such assumption, make available a corresponding amount distribute to the Person entitled theretorelevant Lenders the amount due. If and to In such event, if the extent that such payment was Borrower has not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand of the relevant Lenders severally agrees to repay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available amount so distributed to such Lender Lender, in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was made available by the Administrative Agent is distributed to such Lender it to but excluding the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together in accordance with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. banking industry rules on interbank compensation. (c) A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection §§2.5.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Term Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower or any a corresponding amount. In such event, if a Lender has notified not in fact made its share of the applicable Term Loan available to the Administrative Agent, prior then the applicable Lender and the Borrower severally agree to pay to the time any Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment is required to the Administrative Agent, at (A) in the case of a payment to be made by it such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent hereunderfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Term Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of such Term Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment on such date in accordance herewith and may (but shall not be so required to)may, in reliance thereonupon such assumption, make available a corresponding amount distribute to the Person entitled theretorelevant Lenders the amount due. If and to In such event, if the extent that such payment was Borrower has not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand of the relevant Lenders severally agrees to repay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available amount so distributed to such Lender Lender, in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was made available by the Administrative Agent is distributed to such Lender it to but excluding the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together in accordance with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. banking industry rules on interbank compensation. (c) A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection §§2.8.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Drawdown Date, assume that such Lender has made by it available to the Administrative Agent hereunder, that on such Drawdown Date the Borrower or amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrowers a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to on a date after such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such paymentDrawdown Date, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period, times (b) the amount of such Lender's Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that elapse from the date and including such amount was made available by the Administrative Agent to the Borrower Drawdown Date to the date on which the amount of such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If Lender's Commitment Percentage of such Lender pays such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Lender’s Loan included in the applicable Borrowing. If the amount of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender does not pay within three (3) Business Days following such amount forthwith upon the Administrative Agent’s demand thereforDrawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay be entitled to recover such amount to from the Administrative AgentBorrowers on demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless the Borrower or Administrative Agent shall have been notified by any Lender has notified the Administrative Agent, prior to the time any payment is required specified date of borrowing that such Lender does not intend to make available to Administrative Agent the Loan to be made by it to the such Lender on such date, Administrative Agent hereundermay assume that such Lender will make the proceeds of such Loan available to Administrative Agent on the date of the requested borrowing and Administrative Agent may (but shall not be obligated to), that in reliance upon such assumption, make available to Borrower the amount of such Loan to be provided by such Lender and such Lender shall be liable to Administrative Agent for the amount of such advance. Notwithstanding the preceding sentence, if Administrative Agent elects to make available to Borrower or the amount of such Loan to be provided by such Lender before Administrative Agent has received the funds to be provided by such Lender, Administrative Agent agrees not to do so without Borrower’s consent. If, with Borrower’s consent, Administrative Agent makes available to Borrower the amount of such Loan to be provided by such Lender before Administrative Agent has received the funds to be provided by such Lender and then such Lender does not pay such corresponding amount upon Administrative Agent’s demand therefor, Administrative Agent will promptly notify Borrower, and Borrower shall promptly pay such corresponding amount to Administrative Agent. Administrative Agent shall also be entitled to recover from the Lender or Borrower, as the case may be, will not make interest on such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such corresponding amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum rate equal to (i) from Borrower at the applicable rate for such Loan as provided in Section 3.2 or (ii) from a Lender at the Federal Funds Rate from time to time in effectRate. If such Lender pays such amount Subject to the Administrative Agentterms of this Agreement, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender Borrower does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve waive any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower claim that it may have against any Lender a Defaulting Lender. For clarification, the requirement in this Section 3.6(c) for Borrower’s consent in no way affects, reduces or impairs a Lender’s liability to Administrative Agent if, as permitted by this Section 3.6(c), Administrative Agent makes available to Borrower the amount of a result of any default Loan to be provided by such Lender hereunder. A notice of the even if Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errordoes so without Borrower’s consent.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it available to the Administrative Agent hereunderon such Drawdown Date the amount of such Revolving Credit Lender's Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, that the Borrower or such Lender, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Revolving Credit Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date, then: (i) if the Borrower failed to make such payment, each Revolving Credit Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent on demand an amount equal to the amount thereof in immediately available funds, together with interest thereon product of (a) the average computed for the period from referred to in clause (c) below, of the date such amount was made available weighted average interest rate paid by the Administrative Agent to the Borrower to the date such amount is recovered for federal funds acquired by the Administrative Agent during each day included in such period, times (b) the “Compensation Period”amount of such Revolving Credit Lender's Commitment Percentage of such Revolving Credit Loans, times (c) at a rate per annum equal fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the Federal Funds Rate from time to time in effect. If date on which the amount of such Lender pays Revolving Credit Lender's Commitment Percentage of such amount Revolving Credit Loans shall become immediately available to the Administrative Agent, then and the denominator of which is 360. A statement of the Administrative Agent submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount shall constitute due and owing to the Administrative Agent by such Revolving Credit Lender’s Loan included in the applicable Borrowing. If the amount of such Lender does Revolving Credit Lender's Commitment Percentage of such Revolving Credit Loans is not pay such amount forthwith upon made available to the Administrative Agent’s demand thereforAgent by such Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent may make a demand therefor upon the Borrower, and shall be entitled to recover such amount from the Borrower shall pay such amount to the Administrative Agenton demand, together with interest thereon for at the Compensation Period at a rate per annum equal applicable to the rate of interest applicable to Revolving Credit Loans made on such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorDrawdown Date.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower or any a corresponding amount. In such event, if a Lender has notified not in fact made its share of the applicable Revolving Credit Loan available to the Administrative Agent, prior then the applicable Lender and the Borrower severally agree to pay to the time any Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment is required to the Administrative Agent, at (A) in the case of a payment to be made by it such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent hereunderfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Revolving Credit Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of the such Revolving Credit Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Lenderthe L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then each Lender shall forthwith on demand of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available amount so distributed to such Lender Lender, in immediately available funds, together funds with interest thereon in respect of thereon, for each day from and including the date such amount was made available by the Administrative Agent is distributed to such Lender it to but excluding the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon greater of the Administrative Agent’s demand therefor, Federal Funds Rate and a rate determined by the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together in accordance with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. banking industry rules on interbank compensation. (c) A notice of the Administrative Agent to any Lender or the any Borrower with respect to any amount owing under this subsection §§2.8.2(a) and (cb) shall be conclusive, absent manifest error.

Advances by Administrative Agent. Unless (a) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date or the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such LenderApplicable Time, as the case may be, will not make assume that such payment, Lender has made available to the Administrative Agent may assume that the Borrower on such Drawdown Date or such LenderApplicable Time, as the case may be, has timely the amount of such Lender’s Commitment Percentage of the Loans to be made on such payment Drawdown Date or Applicable Time, as the case may be, and the Administrative Agent may (but it shall not be so required to), in reliance thereonupon such assumption, make available to BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date or Applicable Time, then: (i) if as the Borrower failed to make case may be, such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent its Commitment Percentage thereof on demand of the portion Administrative Agent, plus interest thereon from the date of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender demand to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make paid by such paymentLender, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower payment is required to the date on which such amount payment is recovered by immediately available to the Administrative Agent (the “Compensation Period”) Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time applicable Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in effectconnection with the foregoing. If the amount of such Lender’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender pays within three (3) Business Days following such Drawdown Date or Applicable Time, as the case may be, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower on demand, with interest thereon at the rate per annum applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement. (b) The Administrative Agent may, unless notified to the contrary by BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder, as applicable, that the applicable Borrower will not make such payment, assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally DB3/ 204224713.6 agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand thereforOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent may make a demand therefor upon in connection with the Borrower, and foregoing. (c) With respect to any payment that the Administrative Agent makes for the account of the Lenders or the Issuing Bank hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower shall pay has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the Issuing Bank, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. Overnight Rate. (d) A notice statement of the Administrative Agent submitted to any a Lender or the Borrower with respect to any amount amounts owing under this subsection clause (a), (b) or (c) above shall be conclusive, absent manifest errorprima facie evidence of the amount due and owing to the Administrative Agent by such Lender.

Advances by Administrative Agent. Unless The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to the time any payment is required to be a Settlement Date, assume that such Lender has made by it or will make available to the Administrative Agent hereunder, that on such Settlement Date the Borrower or amount of such Lender's Settlement Amount, as the case may be, will not make such payment, and the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but it shall not be so required to), in reliance thereonupon such assumption, make available to the applicable Borrower a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Settlement Date, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent on demand an amount equal to the portion product of such assumed payment that was made available (i) the average computed for the period referred to such Lender in immediately available fundsclause (iii) below, together with of the weighted average interest thereon in respect of each day from and including the date such amount was made available rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, TIMES (ii) the amount of such Settlement Amount, TIMES (iii) a fraction, the numerator of which is the number of days that elapse from and including such Settlement Date to the date on which the amount of such Settlement Amount shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the date such amount is repaid due and owing to the Administrative Agent in immediately by such Lender. If such Lender's Settlement Amount is not made available funds to the Administrative Agent by such Lender within three (3) Business Days following such Settlement Date, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower on demand, with interest thereon at the Federal Funds Rate from time rate per annum applicable to time in effect; and the Loans (iibut not PIK Notes) if as of such Settlement Date. FAILURE TO MAKE FUNDS AVAILABLE. The failure or refusal of any Lender failed to make such payment, such available to the Administrative Agent at the aforesaid time and place on any Settlement Date the amount of its Settlement Amount (i) shall not relieve any other Lender shall forthwith on demand pay from its several obligations hereunder to make available to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date of such amount was made available by the Administrative Agent to the Borrower to the date other Lender's Settlement Amount and (ii) shall not impose upon such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such other Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower liability with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorsuch failure or refusal or otherwise increase the Commitment of such other Lender.

Advances by Administrative Agent. Unless (i) The Administrative Agent may, unless notified to the Borrower or contrary by any Lender has notified the Administrative Agent, prior to a Drawdown Date or the time any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such LenderApplicable Time, as the case may be, will not make assume that such payment, Lender has made available to the Administrative Agent may assume that the Borrower on such Drawdown Date or such LenderApplicable Time, as the case may be, has timely the amount of such Xxxxxx’s Commitment Percentage of the Loans to be made on such payment Drawdown Date or Applicable Time, as the case may be, and the Administrative Agent may (but it shall not be so required to), in reliance thereonupon such assumption, make available to BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount to the Person entitled theretoamount. If and to the extent that such payment was not in fact made any Lender makes available to the Administrative Agent in immediately available fundssuch amount on a date after such Drawdown Date or Applicable Time, then: (i) if as the Borrower failed to make case may be, such payment, each Lender shall forthwith on demand repay pay to the Administrative Agent its Commitment Percentage thereof on demand of the portion Administrative Agent, plus interest thereon from the date of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender demand to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make paid by such paymentLender, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower payment is required to the date on which such amount payment is recovered by immediately available to the Administrative Agent (the “Compensation Period”) Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time applicable Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in effectconnection with the foregoing. If the amount of such Xxxxxx’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender pays within three (3) Business Days following such Drawdown Date or Applicable Time, as the case may be, the Administrative Agent shall be entitled to recover such amount from the applicable Borrower on demand, with interest thereon at the rate per annum applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement. (ii) The Administrative Agent may, unless notified to the contrary by BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder, as applicable, that the applicable Borrower will not make such payment, assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in at the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand thereforOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent may make a demand therefor upon in connection with the Borrower, and foregoing. (iii) With respect to any payment that the Administrative Agent makes for the account of the Lenders or the Issuing Bank hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower shall pay has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the Issuing Bank, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. Overnight Rate. (iv) A notice statement of the Administrative Agent submitted to any a Lender or the Borrower with respect to any amount amounts owing under this subsection clause (a), (b) or (c) above shall be conclusive, absent manifest errorprima facie evidence of the amount due and owing to the Administrative Agent by such Xxxxxx.