Common use of Payments by the Lenders to the Administrative Agent Clause in Contracts

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing that such Lender will not make available to the Administrative Agent for the account of the Borrower the amount of such Lender's Percentage Share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Borrowing and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made such full amount available to the Administrative Agent and the Administrative Agent in such circumstances makes available to the Borrower such amount, such Lender shall, within two Business Days following the date of such Borrowing, make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two Business Days following the date of such Borrowing, the Administrative Agent shall notify the Borrower of such failure to fund and, on the third Business Day following the date of such Borrowing, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives written notice from a Lender on prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this clause (a) shall be conclusive, absent clearly demonstrable error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall immediately pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes circumstance has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and Rate, or, in the case of a rate determined by payment in an Offshore Currency, the Administrative Agent in accordance with banking industry rules on interbank compensation Overnight Rate, for and determined as of each day during such period, together with any overdraft or similar costs incurred by the Administrative Agent as the result of the failure of such Lender to make such funds available to the Administrative Agent. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Revolving Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Closing Date or, with respect to each Committed Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such any proposed Borrowing (other than a Borrowing of a Swingline Loan which in accordance with Section 2.03(f) is funded directly by the Swingline Lender), that such Lender will not make available to the Administrative Agent for the account of the Borrower the amount of such Lender's Commitment Percentage Share of the Loans included in such Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent as required hereunder on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent any such Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, such Lender shall, within two Business Days following the date of such Borrowing, shall immediately make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by from the Borrowing Date with respect to such Borrowing to the date on which the Administrative Agent in accordance recovers such amount from such Lender or the Borrower. A notice of the Administrative Agent submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this Section 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing Date for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall may notify the Borrower of such failure to fund and, on the third within one Business Day following of demand by the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such BorrowingBorrowing Date, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing a Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Share Revolving Percentage, Term Percentage, or proportionate commitment to make Additional Term Loans, as applicable, of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each any Committed Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the applicable Borrower the amount of such that Lender's Percentage Pro Rata Share of such Borrowing, the Committed Borrowing the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes has made available to the Borrower Borrowers such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at (i) in the greater case of a payment in an Offshore Currency, the Overnight Rate and (ii) in the case of a payment in U.S. Dollars, at the U.S. Federal Funds Rate and a rate determined by the Administrative Agent Rate, in accordance with banking industry rules on interbank compensation each case for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Borrowers of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one (1) Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Holdings the amount of such that Lender's Percentage ’s Proportionate Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Holdings on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Holdings such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.14(a) shall be conclusive absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Holdings of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Holdings shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Applicable Percentage Share of such the Borrowing, the Administrative Agent may assume that such each applicable Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing that such Lender will not make available to the Administrative Agent for the account of the Borrower the amount of such Lender's ’s Percentage Share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Borrowing and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made such full amount available to the Administrative Agent and the Administrative Agent in such circumstances makes available to the Borrower such amount, such Lender shall, within two Business Days following the date of such Borrowing, make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's ’s Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two Business Days following the date of such Borrowing, the Administrative Agent shall notify the Borrower of such failure to fund and, on the third Business Day following the date of such Borrowing, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the any Lender has notified the Administrative Agent shall have received notice from a Lender on the Effective DateAgent, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing any payment is required to be made by it to the Administrative Agent hereunder, that such Lender will not make available to the Administrative Agent for the account of the Borrower the amount of such Lender's Percentage Share of such Borrowingpayment, the Administrative Agent may assume that such Lender has timely made such amount available to the Administrative Agent on the date of such Borrowing payment and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower on such date a corresponding amountPerson entitled thereto. If and to the extent that such Lender shall payment was not have so in fact made such full amount available to the Administrative Agent and in immediately available funds, then, 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 circumstances makes amount was made available by the Administrative Agent to the Borrower Company to the date such amount, 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 shall, within two Business Days following the date of such Borrowing, make pays such amount available to the Administrative Agent, then such amount shall constitute such Lender's Committed 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 Company, and the Company shall pay such amount to the Administrative Agent, together with interest 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 for and determined as of each day during such period. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two Business Days following the date of such Borrowing, the Administrative Agent shall notify the Borrower of such failure to fund and, on the third Business Day following the date of such Borrowing, the Borrower shall pay such amount to the Administrative Agent thereon for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, Compensation Period at a rate per annum equal to the rate of interest rate applicable at the time to the Loans comprising such applicable Borrowing. Nothing contained in this Section 3.04(a) herein shall be deemed to relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Company may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender with the terms hereofrespect to any amount owing under this subsection (a) shall be conclusive, absent manifest error.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Initial Funding Date that such Lender will not make available to the Administrative Agent as and when required hereunder for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such Borrowingthe borrowing hereunder on the Initial Funding Date, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Initial Funding Date, and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such that Lender shall, within two shall on the next Business Days Day following the date of such Borrowing, Initial Funding Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such --------------- amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such BorrowingInitial Funding Date, the Administrative Agent shall notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such BorrowingInitial Funding Date, at a rate per annum equal to the interest rate rate(s) applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofLoans.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Banking Day prior to the date of such Borrowing or in the case of a Base Rate Loan upon notice to such Lender of such Base Rate Loan, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Banking Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this clause (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two Business Days on the Banking Day following the date of such Borrowing, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with accrued interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.such

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives written notice from a Lender on prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this clause (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall immediately pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Restatement Effective Date, Date or, with respect to each Committed Borrowing after the Restatement Effective Date, at least one Business Day prior to the date of such any proposed Borrowing (other than a Borrowing of a Swingline Loan which in accordance with Section 2.03(f) is funded directly by the Swingline Lender), --------------- that such Lender will not make available to the Administrative Agent for the account of the Borrower the amount of such Lender's Commitment Percentage Share (if any) of the Loans included in such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent as required hereunder on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, such Lender shall, within two Business Days following the date of such Borrowing, shall immediately make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by from the date of such Borrowing to the date on which the Administrative Agent in accordance recovers such amount from such Lender or the Borrower. A notice of the Administrative Agent submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this Section 2.13(a) shall be conclusive, absent manifest --------------- error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing Date for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall may notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such BorrowingBorrowing Date, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Percentage ’s Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Revolving Percentage, Term A Percentage Share or Term B Percentage, as applicable, of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing <261> any Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the relevant Borrower the amount of such that Lender's Percentage Pro Rata Share of <262> such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such relevant Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by or, in the Administrative Agent in accordance with banking industry rules on interbank compensation case of any Borrowing consisting of Offshore Currency Loans, the Overnight Rate, for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such Borrowingrelevant Borrowing Date, the Administrative Agent shall will notify <263> the relevant Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the relevant Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each any Committed Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such a Committed Borrowing that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Pro Rata Share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this SUBSECTION (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Share of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this SUBSECTION (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes circumstance has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and Rate, or, in the case of a rate determined by payment in an Offshore Currency, the Administrative Agent in accordance with banking industry rules on interbank compensation Overnight Rate, for and determined as of each day during such period, together with any overdraft or similar costs incurred by the Administrative Agent as the result of the failure of such Lender to make such funds available to the Administrative Agent. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Revolving Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the applicable Borrower the amount of such Lender's applicable Facility Percentage Share of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the such Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the such Borrower such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by (in the Administrative Agent case of payments in accordance with banking industry rules on interbank compensation Dollars) or the Overnight Rate (in the case of payments in any other currency) for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this SUBSECTION (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the applicable Borrower of such failure to fund and, on upon demand by the third Business Day following the date of Administrative Agent, such Borrowing, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received (i) receives notice from a Lender on or prior to the Effective Date, Time or, with respect to each Committed any Borrowing after the Effective DateTime, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such Borrowingthe Borrowing or (ii) knows that a Lender is a Defaulting Lender, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the relevant Borrower the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes has made available to the relevant Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by (or in the case of non-Dollar denominated Loans, the Administrative Agent in accordance Agent's cost of funds with banking industry rules on interbank compensation respect thereto) for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the relevant Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the relevant Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Borrowers the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the relevant Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by (or in the case of non-Dollar denominated Loans, the Administrative Agent in accordance Agent's cost of funds with banking industry rules on interbank compensation respect thereto) for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.12(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the relevant Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the relevant Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Execution Date or, with respect to each Committed any Borrowing after the Effective Execution Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this SUBSECTION (A) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one (1) Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate for the first two days during such period and a rate determined by thereafter at the Base Rate. A notice of the Administrative Agent in accordance submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this Subsection 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Revolving Percentage, Term A Percentage, Term B Percentage, Term C Percentage Share of such Borrowingor Term D Percentage as applicable, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day or prior to 12:00 pm (Chicago, Illinois time) on the date of such Borrowing Restatement Effective Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such Borrowingthe Additional Loans, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Restatement Effective Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such that Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Restatement Effective Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Additional Loan on the date of the Borrowing Restatement Effective Date for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingRestatement Effective Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such BorrowingRestatement Effective Date, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofLoans.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Pro Rata Share of such Borrowing, the Administrative Agent may assume that such each applicable Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofApplicable Margin.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives written notice from a Lender on prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Revolving Loan Percentage Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this clause (a) shall be conclusive, absent clearly demonstrable error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Revolving Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall immediately pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Closing Date, or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Revolving Percentage, Term A Percentage Share or Term B Percentage, as applicable, of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Time or, with respect to each Committed any Borrowing after the Effective DateTime, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to 12:00 p.m. (New York, New York time) on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such Borrowingthe Loans, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Effective Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such that Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Effective Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing Effective Date for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingEffective Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such BorrowingEffective Date, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofLoans.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Closing Date or, with respect to each Committed Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing any proposed Borrowing, that such Lender will not make available to the Administrative Agent as and when required hereunder for the account of the Borrower the amount of such that Lender's Commitment Percentage Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the Borrowing date of such Borrowing and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, such that Lender shall, within two shall on the next Business Days Day following the date of such Borrowing, Borrowing make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such Borrowing, the Administrative Agent shall notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest intrest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one (1) Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate for the first two days during such period and a rate determined by thereafter at the Base Rate. A notice of the Administrative Agent in accordance submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this Subsection 2.11(a) Credit Agreement shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Effective Date that such Lender will not make available to the Administrative Agent for the account of the Borrower the amount of such Lender's ’s Percentage Share of any Borrowing or B/A Drawing to be made on such Borrowingdate, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the such date of such Borrowing or B/A Drawing and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made such full amount available to the Administrative Agent and the Administrative Agent in such circumstances makes available to the Borrower such amount, such Lender shall, within two Business Days following the date of such BorrowingBorrowing or B/A Drawing, make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate (in the case of any Eurodollar Rate Loan or Reference Rate Loan) or the CDOR Rate (in the case of any Canadian Prime Rate Loan or B/A Drawing) and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for and determined as of each day during such period. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date or payment in respect of the Borrowing applicable B/As for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two Business Days following the date of such BorrowingBorrowing or B/A Drawing, the Administrative Agent shall notify the Borrower of such failure to fund and, on the third Business Day following the date of such BorrowingBorrowing or B/A Drawing, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such BorrowingBorrowing or B/A Drawing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such BorrowingBorrowing or the sum of the B/A Discount Rate and the acceptance fee applicable to the B/As of such Lender included in such B/A Drawing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing or B/A Drawing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Share Revolving Percentage, or proportionate commitment to make New Term B Loans, as applicable, of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) --------------------------------------------------- Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Amendment Effective Date, Date or, with respect to each Committed any Borrowing after the Amendment Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Time or, with respect to each Committed any Borrowing after the Effective DateTime, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Closing Date or, with respect to each Committed Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing any proposed Borrowing, that such Lender will not make available to the Administrative Agent as and when required hereunder for the account of the Borrower Company the amount of such that Lender's Revolving Credit Commitment Percentage Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the Borrowing date of such Borrowing and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such that Lender shall, within two shall on the next Business Days Day following the date of such Borrowing, Borrowing make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection 2.14(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the such Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such Borrowing, the Administrative Agent shall notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing any Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the relevant Borrower the amount of such that Lender's Percentage Pro Rata Share of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such relevant Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by or, in the Administrative Agent in accordance with banking industry rules on interbank compensation case of any Borrowing consisting of Offshore Currency Loans, the Overnight Rate, for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such Borrowingrelevant Borrowing Date, the Administrative Agent shall will notify the relevant Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the relevant Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) a Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such a Borrowing of Offshore Rate Committed Loans or by 12:30 p.m. (New York time on the day of any Borrowing of Base Rate Committed Loans, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Pro Rata Share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by Rate. A notice of the Administrative Agent in accordance submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this subsection (a shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Execution Date or, with respect to each Committed any Borrowing after the Effective Execution Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this SUBSECTION (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless --------------------------------------------------- the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such a Borrowing of Offshore Rate Loans or by 12:30 a.m. New York time on the day of any Borrowing of Base Rate Loans, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by Rate. A notice of the Administrative Agent in accordance submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this subsection ---------- (a) shall be conclusive, absent manifest error. If such amount is so made --- available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing a Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Share Revolving Percentage, or proportionate commitment to make Additional Term B Loans, as applicable, of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Time or, with respect to each Committed any Borrowing after the Effective DateTime, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Revolving Credit Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Credit Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lenderthat Xxxxxx's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such LenderXxxxxx's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such a Borrowing of LIBOR Committed Loans, or by 11:30 a.m. Chicago time on the day of any Borrowing of Base Rate Committed Loans, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the applicable Borrower the amount of such Lender's Percentage Pro Rata Share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the applicable Borrower such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by Rate. A notice of the Administrative Agent in accordance submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan to the applicable Borrower on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the applicable Borrower of such failure to fund and, on upon demand by the third Business Day following the date of Administrative Agent, such Borrowing, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.for

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on the Effective Date, or, with respect to each Committed Borrowing after the Effective DateLender, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the --------------------------------------------------- Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing of Revolving Loans after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the applicable Borrower the amount of such Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes has made available to the applicable Borrower such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at (i) in the greater case of a payment in an Offshore Currency, the Overnight Rate, and (ii) in the case of a payment in U.S. Dollars, at the U.S. Federal Funds Rate and a rate determined by the Administrative Agent Rate, in accordance with banking industry rules on interbank compensation each case for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be -------------- conclusive, absent demonstrable error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the related Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the related Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Closing Date or, with respect to each Committed Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing any proposed Borrowing, that such Lender will not make available to the Administrative Agent as and when required hereunder for the account of the Borrower Company the amount of such that Lender's ’s Commitment Percentage Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the Borrowing date of such Borrowing no later than 11:00 a.m. (Chicago time) and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that such Lender shall, within two shall on or before 11:00 a.m. (Chicago time) the next Business Days Day following the date of such Borrowing, Borrowing make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on or before 11:00 a.m. (Chicago time) the next Business Days Day following the date of such Borrowing, the Administrative Agent shall notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Revolving Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Revolving Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Revolving Lender's Percentage Share share of such Borrowingthe applicable Loan(s), the Administrative Agent may assume that such each Revolving Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Revolving Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Revolving Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Revolving Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Revolving Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Applicable Borrower the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such Borrowing Date, and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Applicable Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes has made available to the Applicable Borrower such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at (i) in the greater case of a payment in an Offshore Currency, the Overnight Rate, and (ii) in the case of a payment in U.S. Dollars, at the U.S. Federal Funds Rate and a rate determined by the Administrative Agent Rate, in accordance with banking industry rules on interbank compensation each case for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Applicable Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Applicable Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, Borrowing at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Date or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such any proposed Borrowing (other than a Borrowing of a Swingline Loan which in accordance with Section 2.03(f) is funded directly by the Swingline Lender), that such Lender will not make available to the Administrative Agent for the account of the Borrower the amount of such Lender's Commitment Percentage Share of the Loans included in such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent as required hereunder on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, such Lender shall, within two Business Days following the date of such Borrowing, shall immediately make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate and a rate determined by from the date of such Borrowing to the date on which the Administrative Agent in accordance recovers such amount from such Lender or the Borrower. A notice of the Administrative Agent submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this Section 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing Date for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall may notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such BorrowingBorrowing Date, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or before the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to before the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Percentage Revolving Credit Pro Rata Share or Facility B Term Pro Rata Share, as applicable, of such Borrowingthe Loans to be made, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date, and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender (a "Defaulting Lender") shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, such that Lender shall, within two on the Business Days Day following the date of such BorrowingBorrowing Date, make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing Date for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such BorrowingLoan(s) were made, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofLoans.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing in the case of Offshore Rate Loans and by 1:00 p.m. on the date of such Borrowing in the case of Base Rate Loans, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Share of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this SUBSECTION (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Date or, with respect to each Committed Borrowing borrowing after the Effective Date, at least by 12:00 noon (California time) one Business Day prior to the date of such Borrowing any proposed borrowing of Eurodollar Rate Loans, or by 10:00 a.m. (California time) on the date of any proposed borrowing of Base Rate Loans, that such Lender will not make available to the Administrative Agent as and when required hereunder for the account of the Borrower Company the amount of such that Lender's Percentage Pro Rata Share of such Borrowingthe borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Funding Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such that Lender shall, within two shall on the next Business Days Day following the date of such Borrowing, borrowing make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.12(a) shall be conclusive, absent manifest --------------- error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such Borrowingborrowing, the Administrative Agent shall notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowingborrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofborrowing.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such that Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing of Revolving Loans after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the applicable Borrower the amount of such Lender's Percentage Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in Same Day Funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in Same Day Funds and the Administrative Agent in such circumstances makes has made available to the applicable Borrower such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at (i) in the greater case of a payment in an Offshore Currency, the Overnight Rate, and (ii) in the case of a payment in U.S. Dollars, at the U.S. Federal Funds Rate and a rate determined by the Administrative Agent Rate, in accordance with banking industry rules on interbank compensation each case for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent demonstrable error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the related Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the related Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless If the Borrowers fail to pay to the Administrative Agent any Current Letter of Credit Obligations as and when due and payable, the Administrative Agent shall have received notice from a Lender on the Effective Date, or, with respect to promptly notify each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing that such Lender will not make available to the Administrative Agent for the account of the Borrower Lenders and shall demand payment from each of the amount of Lenders such Lender's Percentage Revolving Credit Pro Rata Share of such Borrowingunpaid Current Letter of Credit Obligations. In addition, the Administrative Agent may assume that such Lender has made such if any amount available paid to the Administrative Agent on the date account of such Borrowing and Current Letter of Credit Obligations is rescinded or required to be restored or turned over by the Administrative Agent may (but shall upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrowers or upon or as a result of the appointment of a receiver, intervenor, trustee, conservator or similar officer for the Borrowers, or is otherwise not be so required)indefeasibly covered by an advance under the Revolving Loan, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made such full amount available to the Administrative Agent shall promptly notify each of the Lenders and shall demand payment from each of the Administrative Agent in such circumstances makes available Lenders of its Revolving Credit Pro Rata Share of its portion of the Current Letter of Credit Obligations to be remitted to the Borrower Borrowers. Each of the Lenders irrevocably and unconditionally agrees to honor any such amount, such Lender shall, within two Business Days following the date of such Borrowing, make such amount available demands for payment under this Section and promises to pay to the Administrative Agent, together with interest at 's account on the greater same Business Day as demanded the amount of its Revolving Credit Pro Rata Share of the Federal Funds Rate and Current Letter of Credit Obligations in immediately available funds, without any setoff, counterclaim or deduction of any kind. Any payment by a rate determined by Lender hereunder shall in no way release, discharge or lessen the obligation of the Borrowers to pay Current Letter of Credit Obligations to the Administrative Agent in accordance with banking industry rules on interbank compensation for and determined as the provisions of this Agreement. The obligation of each day during of the Lenders to remit the amounts of its Revolving Credit Pro Rata Share of Current Letter of Credit Obligations for the account of the Administrative Agent pursuant to this Section shall be unconditional and irrevocable under any and all circumstances and may not be terminated, suspended or delayed for any reason whatsoever, provided that all payments of such periodamounts by each of the Lenders shall be without prejudice to the rights of each of the Lenders with respect to the Administrative Agent's alleged willful misconduct. If Any claim any Lender may have against the Administrative Agent as a result of the Administrative Agent's alleged willful misconduct may be brought by such Lender in a separate action against the Administrative Agent but may not be used as a defense to payment under the provisions of this Section. No failure of any Lender to remit the amount is so made available, such payment of its Revolving Credit Pro Rata Share of Current Letter of Credit Obligations to the Administrative Agent pursuant to this Section shall constitute such Lender's Committed Loan on affect the date obligations of the Borrowing for all purposes Administrative Agent under any Letter of this Agreement. If such amount is Credit, and if any Lender does not made available remit to the Administrative Agent within two the amount of its Revolving Credit Pro Rata Share of Current Letter of Credit Obligations on the same day as demanded, then without limiting such Lender's obligation to transmit funds on the same Business Days following the date Day as demanded, such Lender shall be obligated to pay, on demand of such Borrowing, the Administrative Agent shall notify the Borrower and without setoff, counterclaim or deduction of such failure to fund and, any kind whatsoever interest on the third Business Day following unpaid amount at the Federal Funds Rate for each day from the date of such Borrowing, the Borrower shall pay such amount shall be due and payable to the Administrative Agent for until the date such amount shall have been paid in full to the Administrative Agent's account, together with interest thereon for each day elapsed since the date of Agent by such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofLender.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to 12:00 pm (Chicago, Illinois time) on the Effective Date, or, with respect to each Committed Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such Borrowingthe Loans, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Effective Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such that Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Effective Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing Effective Date for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingEffective Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such BorrowingEffective Date, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereofLoans.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Closing Date or, with respect to each Committed Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing any proposed Borrowing, that such Lender will not make available to the Administrative Agent as and when required hereunder for the account of the Borrower Company the amount of such that Lender's Commitment Percentage Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the Borrowing date of such Borrowing no later than 11:00 a.m. (Chicago time) and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that such Lender shall, within two shall on or before 11:00 a.m. (Chicago time) the next Business Days Day following the date of such Borrowing, Borrowing make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection 2.13(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on or before 11:00 a.m. (Chicago time) the next Business Days Day following the date of such Borrowing, the Administrative Agent shall notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on the Effective Date, Closing Date or, with respect to each Committed Borrowing after the Effective Closing Date, at least one Business Day prior to on the date of such Borrowing any proposed Borrowing, that such Lender will not make available to the Administrative Agent as and when required hereunder for the account of the Borrower the amount of such that Lender's Revolving Loan Commitment Percentage Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the applicable Borrowing date of such Borrowing and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower such amount, such that Lender shall, within two shall on the next Business Days Day following the date of such Borrowing, Borrowing make such amount available to the Administrative Agent, together with a processing fee of $200 and interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection 2.12(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Revolving Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the next Business Days Day following the date of such Borrowing, the Administrative Agent shall notify the Borrower of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable (including the Applicable Margin) at the time to the Revolving Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Date or, with respect to each Committed any Borrowing after the Effective Date, at least one (1) Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such the Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest at the greater of the Federal Funds Rate for the first two days during such period and a rate determined by thereafter at the Base Rate. A notice of the Administrative Agent in accordance submitted to any Lender with banking industry rules on interbank compensation for and determined as of each day during such periodrespect to amounts owing under this Subsection 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received (i) receives notice from a Lender on or prior to the Effective Date, Time or, with respect to each Committed any Borrowing after the Effective DateTime, at least one Business Day prior to the date of such Borrowing with respect to all Borrowings (or in the case of Base Rate Loans prior to the time of such Loan), that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage ’s Pro Rata Share of such Borrowingthe Borrowing or (ii) knows that a Lender is a Defaulting Lender, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.11(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, or, with respect to each Committed any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage Share of such Borrowing, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such Borrowing Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such that Lender's Percentage Share of such BorrowingPercentage, the Administrative Agent may assume that such each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, that Lender shall on the Business Day following such Lender shall, within two Business Days following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent 33 41 manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.

Payments by the Lenders to the Administrative Agent. (a) Unless the Administrative Agent shall have received receives notice from a Lender on or prior to the Effective Date, Closing Date or, with respect to each Committed any Borrowing after the Effective Closing Date, at least one Business Day prior to the date of such a Borrowing of Eurodollar Loans and prior to 11:30 a.m. on the date of a Borrowing of Base Rate Loans that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower Company the amount of such Lender's Percentage ’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such any Lender shall not have so made such its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances makes has made available to the Borrower Company such amount, such Lender shall, within two shall on the Business Days Day following the date of such Borrowing, Borrowing Date make such amount available to the Administrative Agent, together with interest 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 for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's Committed ’s Loan on the date of the Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent within two on the Business Days Day following the date of such BorrowingBorrowing Date, the Administrative Agent shall will notify the Borrower Company of such failure to fund and, on upon demand by the third Business Day following the date of such BorrowingAdministrative Agent, the Borrower Company shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing. Nothing contained in this Section 3.04(a) shall relieve any Lender which has failed to make available its Percentage Share of any Committed Borrowing hereunder from its obligation to do so in accordance with the terms hereof.