Common use of Payments by Administrative Agent Clause in Contracts

Payments by Administrative Agent. (a) The following provisions shall apply to all payments made by the Administrative Agent to the Lenders hereunder: (i) the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower; (ii) if the Administrative Agent receives a payment of principal, interest, fees or other amount owing by the Borrower under any Credit Facility which is less than the full amount of any such payment due, the Administrative Agent shall distribute such amount received among the Lenders in each Lender's Percentage of such Credit Facility; (iii) if any Lender has advanced more or less than its Percentage of any Credit Facility, such Lender's entitlement to a payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall be increased or reduced, as the case may be, to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage of a Credit Event under any Credit Facility has been advanced for less than the full period to which any payment by the Borrower relates, such Xxxxxx's entitlement to receive a portion of any payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement); (v) the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct; (vi) upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein; (vii) all payments by the Administrative Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Administrative Agent from such Xxxxxx; and (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. (b) The Administrative Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that the outstanding Borrowings due to such Lender under such Credit Facility shall be approximately in accordance with such Xxxxxx's Percentage of such Credit Facility.

Payments by Administrative Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Administrative Agent to the Lenders hereunder: (i) the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower; (ii) if the Administrative Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under any Credit Facility which is less than the full amount of any such payment duethis Agreement, the Administrative Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s share of that amount which is actually received among by the Lenders in each Lender's Percentage of such Credit FacilityAdministrative Agent; (iii) if any Lender has advanced more or less than its Percentage of any Credit Facility, such Lender's entitlement to a payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall be increased or reduced, as the case may be, to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage ’s share of a Credit Event under any Credit Facility an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Xxxxxx's Lender’s entitlement to receive a portion of any such payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage ’s share of the Advance or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement)outstanding; (viv) the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and (viv) upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;. (viib) Unless the Administrative Agent has actual knowledge that the Borrower has not made or will not make a payment to the Administrative Agent for value on the date in respect of which the Borrower has notified the Administrative Agent that the payment will be made, the Administrative Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Administrative Agent on the required date and the Administrative Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Administrative Agent against any and all payments liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Administrative Agent as a result. A certificate of the Administrative Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Administrative Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Administrative Agent to a Lender hereunder shall be the date on which repayment is made to such Lender at its address set out herein unless notice to the contrary is received by the Administrative Agent from Lender receiving such Xxxxxx; and (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationpayment. (b) The Administrative Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that the outstanding Borrowings due to such Lender under such Credit Facility shall be approximately in accordance with such Xxxxxx's Percentage of such Credit Facility.

Payments by Administrative Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Administrative Agent to the Lenders hereunder: (i) the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower; (ii) if the Administrative Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under any Credit Facility which is less than the full amount of any such payment duethis Agreement, the Administrative Agent shall distribute have no obligation to remit to each Lender any amount other than such Xxxxxx’s share of that amount which is actually received among by the Lenders in each Lender's Percentage of such Credit FacilityAdministrative Agent; (iii) if any Lender has advanced more or less than its Percentage of any Credit Facility, such Lender's entitlement to a payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall be increased or reduced, as the case may be, to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage ’s share of a Credit Event under any Credit Facility an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Xxxxxx's ’s entitlement to receive a portion of any such payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage ’s share of the Advance or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement)outstanding; (viv) the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and (viv) upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;. (viib) Unless the Administrative Agent has actual knowledge that the Borrower has not made or will not make a payment to the Administrative Agent for value on the date in respect of which the Borrower has notified the Administrative Agent that the payment will be made, the Administrative Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Administrative Agent on the required date and the Administrative Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Administrative Agent against any and all payments liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Administrative Agent as a result. A certificate of the Administrative Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Administrative Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Administrative Agent to a Lender hereunder shall be the date on which repayment is made to such Lender at its address set out herein unless notice to the contrary is received by the Administrative Agent from Lender receiving such Xxxxxx; and (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationpayment. (b) The Administrative Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that the outstanding Borrowings due to such Lender under such Credit Facility shall be approximately in accordance with such Xxxxxx's Percentage of such Credit Facility.

Payments by Administrative Agent. (a) The For greater certainty, the following provisions shall will apply to all payments made by the Administrative Agent to the Lenders hereunder: (ia) the Administrative Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the BorrowerConstruction Receiver; (iib) if the Administrative Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Construction Receiver under any Credit Facility which is less than the full amount of any such payment duethis Agreement, then, the Administrative Agent shall distribute will have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Xxxxxx’s Applicable Percentage of such Credit Facilitythe amount actually received by the Administrative Agent; (iiic) if any Lender has advanced advances more or less than its Applicable Percentage of any Credit Facilitythe Loan, such Lender's ’s entitlement to a such payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall will be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage of a Credit Event under any Credit Facility has been advanced for less than the full period to which any payment by the Borrower relates, such Xxxxxx's entitlement to receive a portion of any payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement); (vd) the Administrative Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall will, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive; (vie) upon request, the Administrative Agent shall will deliver a statement detailing any of the payments to the Lenders referred to herein;; and (viif) all payments by the Administrative Agent to a Lender hereunder shall will be made to such Lender at its address set out herein forth on the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Administrative Agent from such Xxxxxx; and (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationLender. (b) The Administrative Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that the outstanding Borrowings due to such Lender under such Credit Facility shall be approximately in accordance with such Xxxxxx's Percentage of such Credit Facility.

Payments by Administrative Agent. LEGAL_1 :28825770.9 (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Administrative Agent to the Lenders hereunder: (i) the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower; (ii) if the Administrative Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under any Credit Facility which is less than the full amount of any such payment duethis Agreement, the Administrative Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Percentage share of such Credit Facilitythat amount which is actually received by the Administrative Agent; (iii) if any Lender has advanced more or less than its Percentage of any Credit Facility, such Lender's entitlement to a payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall be increased or reduced, as the case may be, to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage share of a Credit Event under any Credit Facility an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such XxxxxxLender's entitlement to receive a portion of any such payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage share of the Advance or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement)outstanding; (viv) the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and (viv) upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;. (viib) Unless the Administrative Agent has actual knowledge that the Borrower has not made or will not make a payment to the Administrative Agent for value on the date in respect of which the Borrower has notified the Administrative Agent that the payment will be made, the Administrative Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Administrative Agent on the required date and the Administrative Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Administrative Agent against any and all payments liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Administrative Agent as a result. A certificate of the Administrative Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Administrative Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Administrative Agent to a Lender hereunder shall be the date on which repayment is made to such Lender at its address set out herein unless notice to the contrary is received by the Administrative Agent from Lender receiving such Xxxxxx; and (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationpayment. (b) The Administrative Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that the outstanding Borrowings due to such Lender under such Credit Facility shall be approximately in accordance with such Xxxxxx's Percentage of such Credit Facility.

Payments by Administrative Agent. (a1) The For greater certainty, the following provisions shall will apply to any and all payments made by the Administrative Agent to the Lenders hereunder: (ia) the Administrative Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower; (iib) if the Administrative Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under any Credit Facility which is less than the full amount of any such payment duethis Agreement, then, subject to Section 7.02, the Administrative Agent shall distribute will have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's ’s Applicable Percentage of such Credit Facilitythe amount actually received by the Administrative Agent; (iiic) if any Lender has advanced advances more or less than its Applicable Percentage of any Credit Facilitythe Credit, such Lender's ’s entitlement to a such payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall will be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage of a Credit Event under any Credit Facility has been advanced for less than the full period to which any payment by the Borrower relates, such Xxxxxx's entitlement to receive a portion of any payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement); (vd) the Administrative Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall will, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive; (vie) upon request, the Administrative Agent shall will deliver a statement detailing any of the payments to the Lenders referred to herein;; and (viif) all payments by the Administrative Agent to a Lender hereunder shall will be made to such Lender at its address set out herein forth on the signature pages on this Agreement or on the applicable Assignment Agreement unless notice to the contrary is received by the Administrative Agent from such Xxxxxx; andLender. (viii2) if 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 any Lender 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 the amount due to the Lenders. If the payment by the Borrower is in fact not received by the Administrative Agent on the required date and the Administrative Agent has received a payment from made available corresponding amounts to the Lenders, the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in will, without limiting its other obligations under this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, indemnify the Administrative Agent agrees to pay interest against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on such late payment at a rate determined or incurred by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. (b) The as a result. A certificate of the Administrative Agent may with respect to any amount owing by the Borrower under this Section 11.02(2) will be prima facie evidence of the amount owing in its sole discretion from time to time make adjustments in respect the absence of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that the outstanding Borrowings due to such Lender under such Credit Facility shall be approximately in accordance with such Xxxxxx's Percentage of such Credit Facilitymanifest error.

Payments by Administrative Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Administrative Agent to the Lenders hereunder: (i) the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower; (ii) if the Administrative Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under any Credit Facility which is less than the full amount of any such payment duethis Agreement, the Administrative Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s share of that amount which is actually received among by the Lenders in each Lender's Percentage of such Credit FacilityAdministrative Agent; (iii) if any Lender has advanced more or less than its Percentage of any Credit Facility, such Lender's entitlement to a payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall be increased or reduced, as the case may be, to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage ’s share of a Credit Event under any Credit Facility an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Xxxxxx's Lender’s entitlement to receive a portion of any such payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage ’s share of the Advance or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement)outstanding; (viv) the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and (viv) upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;. LEGAL_1:60252742.8 (viib) Unless the Administrative Agent has actual knowledge that the Borrower has not made or will not make a payment to the Administrative Agent for value on the date in respect of which the Borrower has notified the Administrative Agent that the payment will be made, the Administrative Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Administrative Agent on the required date and the Administrative Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Administrative Agent against any and all payments liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Administrative Agent as a result. A certificate of the Administrative Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Administrative Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Administrative Agent to a Lender hereunder shall be the date on which repayment is made to such Lender at its address set out herein unless notice to the contrary is received by the Administrative Agent from Lender receiving such Xxxxxx; and (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. (b) The Administrative Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that the outstanding Borrowings due to such Lender under such Credit Facility shall be approximately in accordance with such Xxxxxx's Percentage of such Credit Facility.payment. LEGAL_1:60252742.8

Payments by Administrative Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Administrative Agent to the Lenders hereunder: (i) the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower; (ii) if the Administrative Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under any Credit Facility which is less than the full amount of any such payment duethis Agreement, the Administrative Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Percentage Proportionate Share (based on the then outstanding Obligations of such Credit Facilitythe Borrower hereunder) of that amount which is the amount actually received by the Administrative Agent; (iii) if any Lender has advanced advances more or less than its Percentage Proportionate Share of any Credit Facilitythe Credit, such Lender's entitlement to a such payment of principal, interest, fees or other amount owing by the Borrower under such Credit Facility shall be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender; (iv) if a Lender's Percentage Proportionate Share of a Credit Event under any Credit Facility an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such XxxxxxLender's entitlement to receive a portion of any such payment of interest or fees under such Credit Facility shall be reduced in proportion to the length of time such Lender's Percentage Proportionate Share of the applicable Advance has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement)outstanding; (v) the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive; (vi) upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;; and (vii) all payments by the Administrative Agent to a Lender hereunder shall be made to such Lender at its address set out herein in Schedule "B" unless notice to the contrary is received by the Administrative Agent from such Xxxxxx; and (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationLender. (b) The Unless the Administrative Agent has actual knowledge that the Borrower has not made or will not make a payment to the Administrative Agent for value on the date in respect of which the Borrower has notified the Administrative Agent that the payment will be made, the Administrative Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders' corresponding amounts. If the payment by the Borrower is in fact not received by the Administrative Agent on the required date and the Administrative Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its sole discretion from time to time make adjustments in respect other obligations under this Agreement, indemnify the Administrative Agent against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, and all reasonable costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Administrative Agent as a result of such non-payment. A certificate of the Administrative Agent with respect to any amount owing under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. If a payment is not in fact received by the Administrative Agent from the Borrower and the Administrative Agent has paid to a Lender a corresponding amount, such Lender shall pay to the Administrative Agent on demand an amount equal to the aggregate of the amount of such payment made to the Lender plus the product of (i) the Lender's share of a Borrowing, conversion, rollover or repayment under any Credit Facility in order that rate per annum applicable to overnight deposits for amounts approximately equal to the outstanding Borrowings due amount paid by the Administrative Agent to such Lender under and not so received from the Borrower multiplied by (ii) the amount paid by the Administrative Agent to such Credit Facility shall be approximately in accordance with Lender and not so received from the Borrower, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of payment by the Administrative Agent to the Lender to but excluding the date on which payment is made by such Xxxxxx's Percentage Lender to the Administrative Agent and the denominator of such Credit Facilitywhich is 365.