Common use of Advances by Administrative Agent Clause in Contracts

Advances by Administrative Agent. Unless the Administrative Agent has been notified in writing by a Lender prior to the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent on or prior to such applicable Settlement Date, then the Administrative Agent may assume (but shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Date, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the Facilities.

Advances by Administrative Agent. Unless the The Administrative Agent has been may (unless earlier notified in writing to the contrary by a Lender any Bank by 12:00 noon (New York time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share end of such Advance or Loan available Business Day make available) to the Administrative Agent the amount of such Bank's Commitment Percentage with respect to the Loans (or, in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of such Loans, if any) to be made on or prior to such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but shall not be required to), in reliance upon such assumption, make available to assume) that such Lender will make the Borrower a corresponding amount. If any Bank makes such amount available to the Administrative Agent in immediately available funds on or before a date after such Settlement Drawdown Date, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (average, computed for the period determined under referred to in clause (ciii) below) , of the weighted average annual interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such periodperiod times (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, multiplied by (b) in the case of Competitive Bid Loans and Swing Line Loans, the amount of such LenderBank's Pro Rata share accepted offer of such Advance or LoanCompetitive Bid Loans, multiplied by if any, and portion of such Swing Line Loans) times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and but not including the date on which the amount equal to such LenderBank's Pro Rata share Commitment Percentage of such Advance Loans, or Loan is actually received by the amount of such Bank's accepted offers of such Competitive Bid Loans, if any, and portion of Swing Line Loans, shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If such Lender's Pro Rata share amount is not actually received by in fact made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for of such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such LenderBorrower, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest applicable rate per annum then applicable under the Facilitiesannum.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Revolving Credit Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Revolving Credit Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Revolving Credit Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Revolving Credit Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Revolving Credit Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) the amount of such Revolving Credit Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Revolving Credit Lender’s Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Revolving Credit Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Revolving Credit Lender. If the amount of such Revolving Credit Lender's Pro Rata share ’s Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Revolving Credit Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf amount. In such event, if a Lender has not in fact made its share of such Lender. If the amount of such Pro Rata share is not made applicable Revolving Credit Loan available to the Administrative Agent in immediately available funds by a Lender until after Agent, then the applicable Settlement Date, then such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith on demand and such corresponding amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, multiplied by (b) the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Revolving Credit Loan to the Administrative Agent, then the amount so paid shall constitute such Lender's Pro Rata ’s share of such Advance or Revolving Credit Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received . Any payment by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted Borrower shall be without prejudice to any claim the Borrower may have against a Lender with respect that shall have failed to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed make such payment to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the FacilitiesAgent.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage or prior Term Loan Percentage, as the case may be, of the Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf amount. In such event, if a Lender has not in fact made its share of such Lender. If the amount of such Pro Rata share is not made applicable Loan available to the Administrative Agent in immediately available funds by a Lender until after Agent, then the applicable Settlement Date, then such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith on demand and such corresponding amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, multiplied by (b) the Administrative Agent shall promptly remit to the Borrower the amount of such Lender's Pro Rata interest paid by the Borrower for such period. If such Lender pays its share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or applicable Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or LoanAgent, then the Administrative Agent amount so paid shall constitute such Lender’s share of the such Loan. Any payment by the Borrower shall be entitled without prejudice to recover from any claim the Borrower may have against a Lender that shall have failed to make such Lender, on demand, payment to the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the FacilitiesAdministrative Agent.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Datemay, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive prima facie evidence (absent manifest error) as to of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate Overnight Rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share of such Advance or Loan is actually received by ’s Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section §2.4.2 shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Revolving Credit Loans made on such Drawdown Date and the Borrower may take the actions permitted under §4.12 hereof to replace such Lender. Any payment by the FacilitiesBorrower to the Administrative Agent of any Revolving Credit Loans pursuant to this §2.4.2 shall be deemed to be a payment to the Administrative Agent in respect of the advances made by the Administrative Agent in respect of the Revolving Credit Loans that were to be made by the Lender that failed to make such Revolving Credit Loans.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to a Drawdown Date or the Settlement Date for any Advance or Loan Applicable Time, as the case may be, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on such Drawdown Date or prior Applicable Time, as the case may be, the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement DateDrawdown Date or Applicable Time, then as the case may be, and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers BGI and/or Xxxxxx Switzerland, as the case may be, a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after such Drawdown Date or Applicable Time, as the applicable Settlement Datecase may be, then such Lender shall pay to the Administrative Agent its Commitment Percentage thereof on demand and in immediately available funds an of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is paid by such Lender, at a rate per annum equal to the result of the following equation (which shall be applicable Overnight Rate from time to time in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360effect. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after following such Drawdown Date or Applicable Time, as the applicable Settlement Date for such Advance or Loancase may be, then the Administrative Agent shall be entitled to recover such amount from such Lender, the applicable Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the Facilitiespayment in full of the Obligations and the termination of this Credit Agreement.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by TIMES (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by TIMES (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate Overnight Rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanLoans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share of such Advance or Loan is actually received by ’s Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section §2.3.2 shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Loans made on such Drawdown Date and the Borrower may take the actions permitted under §3.12 hereof to replace such Lender. Any payment by the FacilitiesBorrower to the Administrative Agent of any Loans pursuant to this §2.3.2 shall be deemed to be a payment of the Loans that were to be made by the Lender that failed to make such Loans.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) the amount of such LenderBank's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may (unless earlier notified in writing to the contrary by a Lender any Bank by 12:00 noon (New York time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share end of such Advance or Loan available Business Day make available) to the Administrative Agent the amount of such Bank's Commitment Percentage with respect to the Loans (or, in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of such Loans, if any) to be made on or prior to such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but shall not be required to), in reliance upon such assumption, make available to assume) that such Lender will make the Borrower a corresponding amount. If any Bank makes such amount available to the Administrative Agent in immediately available funds on or before a date after such Settlement Drawdown Date, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (average, computed for the period determined under referred to in clause (ciii) below) , of the weighted average annual interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such periodperiod times (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, multiplied by (b) in the case of Competitive Bid Loans and Swing Line Loans, the amount of such LenderBank's Pro Rata share accepted offer of such Advance Competitive Bid Loans, if any, and portion of such Swing Line Loans) or the Term Loan, multiplied by as the case may be, times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and but not including the date on which the amount equal to such LenderBank's Pro Rata share Commitment Percentage of such Advance Loans, or Loan is actually received by the amount of such Bank's accepted offers of such Competitive Bid Loans, if any, and portion of Swing Line Loans, shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If such Lender's Pro Rata share amount is not actually received by in fact made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for of such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such LenderBorrower, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest applicable rate per annum then applicable under the Facilitiesannum.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanLoans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or Loan is actually received by Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesLoans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Syndicated Loans (or, in the case of Competitive Bid Loans, the amount of such Lender’s accepted offers of Competitive Bid Loans, if any) to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate Overnight Rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance Syndicated Loans (or Loanaccepted offers of Competitive Bid Loans, multiplied by as applicable), times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share of such Advance ’s Syndicated Loans or Loan is actually received by Competitive Bid Loans, as applicable, shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section §2.4.2 shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Syndicated Loans or Competitive Bid Loans, as applicable, is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Syndicated Loans or Competitive Bid Loans, as applicable, made on such Drawdown Date and the Borrower may take the actions permitted under §4.12 hereof to replace such Lender. Any payment by the FacilitiesBorrower to the Administrative Agent of any Syndicated Loans or Competitive Bid Loans pursuant to this §2.4.2 shall be deemed to be a payment of the Revolving Credit Loans that were to be made by the Lender that failed to make such Syndicated Loans or Competitive Bid Loans, as applicable.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Domestic Borrowing Administrator or the Foreign Borrowing Administrator, as applicable, a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon thereon, for each day from the entire date such period since amount is made available to such Settlement Date Borrowers until the date such amount is repaid to the Administrative Agent, at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Datemay, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and such amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrower to but excluding the date of payment to the Administrative Agent, at the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in such periodaccordance with banking industry rules on interbank compensation, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance plus any administrative, processing or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received similar fees customarily charged by the Administrative Agent in immediately available funds and (ii) connection with the denominator of which is 360foregoing. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive prima facie evidence (absent manifest error) as to of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown Date. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such Pro Rata interest paid by the Borrower for such period. If such Lender pays its share with interest thereon for of the entire applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such period since Lender’s Loan included in such Settlement Date at borrowing. Any payment by the highest interest rate per annum then applicable under Borrower shall be without prejudice to any claim the FacilitiesBorrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Funding Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Funding Date the amount of such Lender’s Commitment Percentage of the Credit Loans to be made on such applicable Settlement Funding Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Funding Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanCredit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Funding Date to and including the date on which the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or Loan is actually received by Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanFunding Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesCredit Loans made on such Funding Date.

Advances by Administrative Agent. Unless the Administrative Agent has been notified in writing by a Lender prior to the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent on or prior to such applicable Settlement Date, then THEN the Administrative Agent may assume (but shall not be required to assumeto) assume that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Date, and AND in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then THEN such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of PRODUCT OF (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by MULTIPLIED BY (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by MULTIPLIED BY (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and AND (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then THEN the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such the Settlement Date at the highest interest rate per annum (including the applicable Rate Margin) then applicable under the Facilities.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by TIMES (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by TIMES (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after of notice to such Lender and the applicable Settlement Date for Borrower following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf amount. In such event, if a Lender has not in fact made its share of such Lender. If the amount of such Pro Rata share is not made applicable Revolving Credit Loan available to the Administrative Agent in immediately available funds by a Lender until after Agent, then the applicable Settlement Date, then such Lender shall and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand and such corresponding amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, multiplied by (b) the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Revolving Credit Loan to the Administrative Agent, then the amount so paid shall constitute such Lender's Pro Rata ’s share of such Advance or Revolving Credit Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received . Any payment by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender with respect that shall have failed to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed make such payment to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the FacilitiesAgent.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share ’s Revolving Credit Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to a Drawdown Date or the Settlement Date for any Advance or Loan Applicable Time, as the case may be, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on such Drawdown Date or prior Applicable Time, as the case may be, the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement DateDrawdown Date or Applicable Time, then as the case may be, and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers BGI, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after such Drawdown Date or Applicable Time, as the applicable Settlement Datecase may be, then such Lender shall pay to the Administrative Agent its Commitment Percentage thereof on demand and in of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is paid by such Lender, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available funds an amount to the Swing Line Lender at a rate per annum equal to the result greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in such periodaccordance with banking industry rules on interbank compensation, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance plus any administrative, processing or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received similar fees customarily charged by the Administrative Agent in immediately available funds and (ii) connection with the denominator of which is 360foregoing. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after following such Drawdown Date or Applicable Time, as the applicable Settlement Date for such Advance or Loancase may be, then the Administrative Agent shall be entitled to recover such amount from such Lender, the applicable Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the Facilitiespayment in full of the Obligations and the termination of this Credit Agreement.

Advances by Administrative Agent. Unless the ii) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf amount. In such event, if a Lender has not in fact made its share of such Lender. If the amount of such Pro Rata share is not made applicable Revolving Credit Loan available to the Administrative Agent in immediately available funds by a Lender until after Agent, then the applicable Settlement Date, then such Lender shall and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand and such corresponding amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, multiplied by (b) the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Revolving Credit Loan to the Administrative Agent, then the amount so paid shall constitute such Lender's Pro Rata ’s share of such Advance or Revolving Credit Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received . Any payment by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender with respect that shall have failed to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed make such payment to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the FacilitiesAgent.

Advances by Administrative Agent. Unless the The Administrative Agent has been may (unless earlier notified in writing to the contrary by a Lender any Bank by 12:00 noon (New York time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share end of such Advance or Loan available Business Day make available) to the Administrative Agent the amount of such Bank's Commitment Percentage with respect to the Loans (or, in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of such Loans, if any) to be made on or prior to such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but shall not be required to), in reliance upon such assumption, make available to assume) that such Lender will make the Borrower a corresponding amount. If any Bank makes such amount available to the Administrative Agent in immediately available funds on or before a date after such Settlement Drawdown Date, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (average, computed for the period determined under referred to in clause (ciii) below) , of the weighted average annual interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such periodperiod TIMES (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, multiplied by (b) in the case of Competitive Bid Loans and Swing Line Loans, the amount of such LenderBank's Pro Rata share accepted offer of such Advance or LoanCompetitive Bid Loans, multiplied by if any, and portion of such Swing Line Loans) TIMES (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and but not including the date on which the amount equal to such LenderBank's Pro Rata share Commitment Percentage of such Advance Loans, or Loan is actually received by the amount of such Bank's accepted offers of such Competitive Bid Loans, if any, and portion of Swing Line Loans, shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If such Lender's Pro Rata share amount is not actually received by in fact made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for of such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such LenderBorrower, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest applicable rate per annum then applicable under the Facilitiesannum.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, -------------------------------- unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan----- Revolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the ----- number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the ----- ----- amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the Administrative Agent has been notified in writing by a Lender prior to the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent on or prior to such applicable Settlement Date, then the Administrative Agent may assume (but shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Date, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ax) the xhe average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by recexxxx xy the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative xx xxe Administxxxxxx Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the Facilities.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the a Settlement Date for any Advance or Loan Date, assume that such Lender has made or will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent on or prior to such applicable Settlement DateDate the amount of such Lender's Settlement Amount, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the applicable Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made 37 -29- any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable such Settlement Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by TIMES (bii) the amount of such Lender's Pro Rata share of such Advance or LoanSettlement Amount, multiplied by TIMES (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Settlement Amount shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such Lender. If such Lender's Pro Rata share Settlement Amount is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable following such Settlement Date for such Advance or LoanDate, then the Administrative Agent shall be entitled to recover such amount from such Lender, the applicable Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesLoans as of such Settlement Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's applicable Commitment Percentages of the Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share applicable Commitment Percentages of such Advance or LoanLoans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share applicable Commitment Percentages of such Advance or Loan is actually received by Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share applicable Commitment Percentages, as the case may be, of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesLoans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement a Drawdown Date for any Advance or Loan of a Loan, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Commitment Percentage of the Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such LenderBank's Pro Rata share Commitment Percentage of such Advance or LoanLoans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that shall have elapsed from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Commitment Percentage of such Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the Facilitiesto Base Rate Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) below of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such LenderBank's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date. 3.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank on or prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) the amount of such LenderBank's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date. 2.9.

Advances by Administrative Agent. Unless the The Administrative Agent has been -------------------------------- may, unless notified in writing to the contrary by a Lender any US Revolving Credit Bank prior to the Settlement a Drawdown Date for any Advance or Loan of a Mexican Revolving Credit Loan, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent Agent's Mexican Lending Office on or prior such Drawdown Date the amount of such Bank's Mexican Commitment Percentage of the Mexican Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Mexican Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any US Revolving Credit Bank makes available to the Administrative Agent in immediately available funds by Agent's Mexican Lending Office such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such periodEffective Rate, multiplied by times (b) the amount of such LenderBank's Pro Rata share Mexican ----- Commitment Percentage of such Advance or LoanMexican Revolving Credit Loans, multiplied by times (c) a fraction (i) ----- fraction, the numerator of which is the number of days that shall have elapsed from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Mexican Commitment Percentage of such Mexican Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as prima ----- facie evidence of the amount due and owing to the Administrative Agent by ----- such Bank. If the amount owed of such Bank's Mexican Commitment Percentage of such Mexican Revolving Credit Loans is not made available to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds Bank within three (3) Mexican Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Mexican Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesMexican Revolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a)The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf amount. In such event, if a Lender has not in fact made its share of such Lender. If the amount of such Pro Rata share is not made applicable Revolving Credit Loan available to the Administrative Agent in immediately available funds by a Lender until after Agent, then the applicable Settlement Date, then such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith on demand and such corresponding amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, multiplied by (b) the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Revolving Credit Loan to the Administrative Agent, then the amount so paid shall constitute such Lender's Pro Rata ’s share of such Advance or Revolving Credit Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received . Any payment by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted Borrower shall be without prejudice to any claim the Borrower may have against a Lender with respect that shall have failed to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed make such payment to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the FacilitiesAgent.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the applicable Borrower or, as the case may be, Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate Overnight Rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by period times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lenderthe applicable Borrower or, as the case may be, Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (be, absent manifest error) as to , prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date; provided that such Lender shall indemnify the Administrative Agent and hold the Administrative Agent harmless from and against any loss, cost or expense (including loss of anticipated profits) that the Administrative Agent may sustain or incur as a consequence of the Borrower's repayment, upon the Administrative Agent's demand, of such Revolving Credit Loans, including any such loss or expense arising from interest or fees payable by the Administrative Agent to lenders of funds obtained by it in order to maintain its Eurodollar Rate Loans. 2.9.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (average, computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the Administrative Agent has been notified in writing by a Lender prior to the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent on or prior to such applicable Settlement Date, then the Administrative Agent may assume (but shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Date, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers Borrower a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum annum, then applicable under the Facilities.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Revolving Credit Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Revolving Credit Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Revolving Credit Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Revolving Credit Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Revolving Credit Lender shall pay to the Administrative Agent on demand all such costs and expenses as may be incurred by the Administrative Agent in immediately available funds the enforcement of the Administrative Agent's rights against such Revolving Credit Lender plus an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product greater of (a) the amount of interest actually paid by the Borrowers on account of such amounts or (b) the product of (i) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) the amount of such Revolving Credit Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Revolving Credit Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Revolving Credit Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as prima facie evidence of the amount due and owing to the Revolving Credit Administrative Agent by such Revolving Credit Lender. If the amount owed of such Lender's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds Revolving Credit Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the applicable Borrower or, as the case may be, Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate Overnight Rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by period times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lenderthe applicable Borrower or, as the case may be, Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf amount. In such event, if a Lender has not in fact made its share of such Lender. If the amount of such Pro Rata share is not made applicable Revolving Credit Loan available to the Administrative Agent in immediately available funds by a Lender until after Agent, then the applicable Settlement Date, then such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith on demand and such corresponding amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, multiplied by (b) the Administrative Agent shall promptly remit to the Borrower the amount of such Lender's Pro Rata interest paid by the Borrower for such period. If such Lender pays its share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or applicable Revolving Credit Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or LoanAgent, then the Administrative Agent amount so paid shall constitute such Lender’s share of the such Revolving Credit Loan. Any payment by the Borrower shall be entitled without prejudice to recover from any claim the Borrower may have against a Lender that shall have failed to make such Lender, on demand, payment to the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the FacilitiesAdministrative Agent.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, -------------------------------- unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) ----- the amount of such LenderBank's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days ----- that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as prima facie evidence of the amount due and owing to the ----- ----- Administrative Agent by such Bank. If the amount owed of such Bank's Commitment Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the applicable Borrower or, as the case may be, Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate Overnight Rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by period times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanLoans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or Loan is actually received by Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lenderthe applicable Borrower or, as the case may be, Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the Facilitiesto such Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to a Drawdown Date or the Settlement Date for any Advance or Loan Applicable Time, as the case may be, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on such Drawdown Date or prior Applicable Time, as the case may be, the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement DateDrawdown Date or Applicable Time, then as the case may be, and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after such Drawdown Date or Applicable Time, as the applicable Settlement Datecase may be, then such Lender shall pay to the Administrative Agent its Commitment Percentage thereof on demand and in of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is paid by such Lender, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available funds an amount to the Swing Line Lender at a rate per annum equal to the result greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in such periodaccordance with banking industry rules on interbank compensation, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance plus any administrative, processing or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received similar fees customarily charged by the Administrative Agent in immediately available funds and (ii) connection with the denominator of which is 360foregoing. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after following such Drawdown Date or Applicable Time, as the applicable Settlement Date for such Advance or Loancase may be, then the Administrative Agent shall be entitled to recover such amount from such Lender, the applicable Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the Facilitiespayment in full of the Obligations and the termination of this Credit Agreement.

Advances by Administrative Agent. Unless the Administrative Agent has shall have been notified in writing by a any Lender prior to the Settlement Date for any Advance or specified date of borrowing that such Lender does not intend to make available to Administrative Agent the Loan to be made by such Lender on such date, Administrative Agent may assume that such Lender will not make the amount constituting its Pro Rata share proceeds of such Advance or Loan available to the Administrative Agent on or prior to such applicable Settlement Date, then the date of the requested borrowing and Administrative Agent may assume (but shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateobligated to), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If Borrower the amount of such Pro Rata share is not made available Loan to the Administrative Agent in immediately available funds be provided by a such Lender until after the applicable Settlement Date, then and such Lender shall pay be liable to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to for the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lenderadvance. If such Lender's Pro Rata share is Lender does not actually received by the pay such corresponding amount upon Administrative Agent’s demand therefor, Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for will promptly notify Borrower, and Borrower shall promptly pay such Advance or Loan, then the corresponding amount to Administrative Agent. Administrative Agent shall also be entitled to recover from the Lender or Borrower, as the case may be, interest on such Lender, on demand, corresponding amount in respect of each day from the date such corresponding amount of was made available by Administrative Agent to Borrower to the date such Pro Rata share with interest thereon for the entire such period since such Settlement Date corresponding amount is recovered by Administrative Agent at a per annum rate equal to (i) from Borrower at the highest interest applicable rate per annum then applicable under for such Loan as provided in Section 3.2 or (ii) from a Lender at the FacilitiesFederal Funds Rate. Subject to the terms of this Agreement, Borrower does not waive any claim that it may have against a Defaulting Lender.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Tranche A Commitment Percentage of the Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Tranche A Commitment Percentage of such Advance or LoanLoans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share ’s Tranche A Commitment Percentage of such Advance or Loan is actually received by Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Tranche A Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesLoans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to a Drawdown Date (other than the Settlement Date for date on which any Advance Revolving Credit Loan is converted or Loan continued in accordance with (S)2.7), assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanSettling Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Funding Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Funding Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement Funding Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Funding Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or LoanLoans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Funding Date to and including the date on which the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Advance or Loan is actually received by Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanFunding Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesLoans made on such Funding Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement Date, then Drawdown Date and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement Date, then such Drawdown Date such Lender shall pay to the Administrative Agent its Commitment Percentage thereof on demand and in immediately available funds an of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is paid by such Lender, at a rate per annum equal to the result of the following equation (which shall be applicable Overnight Rate from time to time in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360effect. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share ’s Commitment Percentage of such Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Loans made on such Drawdown Date. The obligations of any Lender under this clause shall survive the Facilitiespayment in full of the Obligations and the termination of this Credit Agreement.

Advances by Administrative Agent. Unless the The Administrative Agent has been -------------------------------- may, unless notified in writing to the contrary by a Lender any US Revolving Credit Bank prior to the Settlement a Drawdown Date for any Advance or Loan of a US Revolving Credit Loan, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's US Commitment Percentage of the US Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, make available to the US Borrower a corresponding amount. If any US Revolving Credit Bank makes available to the Administrative Agent may make such amount on a date after such Drawdown Date, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Federal Funds Effective Rate, times (b) the amount of such Bank's US Commitment Percentage of such ----- US Revolving Credit Loans, times (c) a fraction, the numerator of which is ----- the number of days that shall have elapsed from and including such Drawdown Date to the date on which the amount of such Bank's US Commitment Percentage of such US Revolving Credit Loans shall become immediately available to Borrowers a corresponding the Administrative Agent, and the denominator of which is 365. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of ----- ----- the amount on behalf of due and owing to the Administrative Agent by such LenderBank. If the amount of such Pro Rata share Bank's US Commitment Percentage of such US Revolving Credit Loans is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds Bank within three (3) US Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the US Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesUS Revolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by TIMES (b) the amount of such Lender's Pro Rata share Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by TIMES (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Revolving Credit Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate Overnight Rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Revolving Credit Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Revolving Credit Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Revolving Credit Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Revolving Credit Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by TIMES (b) the amount of such Revolving Credit Lender's Pro Rata share Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by TIMES (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Revolving Credit Lender's Pro Rata share Revolving Credit Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Revolving Credit Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such Revolving Credit Lender. If the amount of such Revolving Credit Lender's Pro Rata share Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Revolving Credit Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (bii) the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may (unless earlier notified in writing to the contrary by a Lender any Bank by 12:00 noon (New York time) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made available (or will before the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share end of such Advance or Loan available Business Day make available) to the Administrative Agent the amount of such Bank's Commitment Percentage with respect to the Loans (or, in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of such Loans, if any) to be made on or prior to such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but shall not be required to), in reliance upon such assumption, make available to assume) that such Lender will make the Borrower a corresponding amount. If any Bank makes such amount available to the Administrative Agent in immediately available funds on or before a date after such Settlement Drawdown Date, and in reliance upon such assumption, the Administrative Agent may make available to Borrowers a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (average, computed for the period determined under referred to in clause (ciii) below) , of the weighted average annual interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such periodperiod TIMES (ii) the amount equal to such Bank's Commitment Percentage of such Syndicated Loan (or, multiplied by (b) in the case of Competitive Bid Loans and Swing Line Loans, the amount of such LenderBank's Pro Rata share accepted offer of such Advance Competitive Bid Loans, if any, and portion of such Swing Line Loans) or the Term Loan, multiplied by as the case may be, TIMES (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and but not including the date on which the amount equal to such LenderBank's Pro Rata share Commitment Percentage of such Advance Loans, or Loan is actually received by the amount of such Bank's accepted offers of such Competitive Bid Loans, if any, and portion of Swing Line Loans, shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If such Lender's Pro Rata share amount is not actually received by in fact made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for of such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such LenderBorrower, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest applicable rate per annum then applicable under the Facilitiesannum.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Group Agent prior to the Settlement Date for any Advance or Loan a Funding Date, assume that such its related Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Group has made available to the Administrative Agent on or prior such Funding Date the amount of such Lender Group’s Lender Group Percentage of the Credit Loans to be made on such applicable Settlement Funding Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender Group makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Funding Date, then such Lender Group shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's Pro Rata share ’s Group Lender Group Percentage of such Advance or LoanCredit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Funding Date to and including the date on which the amount of such Lender's Pro Rata share ’s Group Lender Group Percentage of such Advance or Loan is actually received by Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender Group’s Group Agent with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderLender Group. If the amount of such Lender's Pro Rata share ’s Group Lender Group Percentage of such Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender Group within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanFunding Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesCredit Loans made on such Funding Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) below of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such LenderBank's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by TIMES (b) the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by TIMES (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Lender's Pro Rata share Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such -26- Lender. If the amount of such Lender's Pro Rata share Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to a Drawdown Date or the Settlement Date for any Advance or Loan Applicable Time, as the case may be, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on such Drawdown Date or prior Applicable Time, as the case may be, the amount of such Lender’s Commitment Percentage of the Loans to be made on such applicable Settlement DateDrawdown Date or Applicable Time, then as the case may be, and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, make available to BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date or Applicable Time, as the case may make be, such Lender shall pay to the Administrative Agent its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is paid by such Lender, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to Borrowers the Swing Line Lender at a corresponding amount rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on behalf of such Lenderinterbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If the amount of such Pro Rata share Lender’s Commitment Percentage of such Loans is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as determined by the Administrative Agent during each day included in such period, multiplied by (b) the amount of such Lender's Pro Rata share of such Advance or Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after following such Drawdown Date or Applicable Time, as the applicable Settlement Date for such Advance or Loancase may be, then the Administrative Agent shall be entitled to recover such amount from such Lender, the applicable Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable to the Loans made on such Drawdown Date or Applicable Time, as the case may be. The obligations of any Lender under this clause shall survive the Facilitiespayment in full of the Obligations and the termination of this Credit Agreement.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Revolving Credit Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Revolving Credit Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to the Borrowers a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Revolving Credit Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Revolving Credit Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Revolving Credit Lender's Pro Rata share Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which the amount of such Revolving Credit Lender's Pro Rata share Revolving Credit Commitment Percentage of such Advance or Loan is actually received by Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Revolving Credit Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Revolving Credit Lender. If the amount of such Revolving Credit Lender's Pro Rata share Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Revolving Credit Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrowers on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. The Administrative Agent will promptly notify each Lender of its receipt of any Advance Request and of the amount of such Lender's Pro Rata share of the requested Advance. Each Lender will make the amount of its Pro Rata share of each Advance available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Payment Office by 11:00 a.m. (Central Time) on the Settlement Date requested by the Borrower in funds immediately available to the Administrative Agent. The proceeds of all such Advances will then be made available to the Borrower by the Administrative Agent in accordance with this Agreement. The failure of any Lender to make any Advance on any Settlement Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Settlement Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Settlement Date. Unless the Administrative Agent has been notified in writing by a Lender prior to the Settlement Date for any Advance or Loan that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan available to the Administrative Agent on or prior to such applicable Settlement Date, then THEN the Administrative Agent may assume (but shall not be required to assumeto) assume that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Date, and AND in reliance upon such assumption, the Administrative Agent may make available to Borrowers Borrower a corresponding amount on behalf of such Lender. If the amount of such Pro Rata share is not made available to the Administrative Agent in immediately available funds by a Lender until after the applicable Settlement Date, then THEN such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or LoanAdvance): the product of PRODUCT OF (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds Rate as determined by the Administrative Agent during each day included in such period, multiplied by MULTIPLIED BY (b) the amount of such Lender's Pro Rata share of such Advance or LoanAdvance, multiplied by MULTIPLIED BY (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received by the Administrative Agent in immediately available funds and AND (ii) the denominator of which is 360. A statement from the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or LoanAdvance, then THEN the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such the Settlement Date at the highest interest rate per annum (including the applicable Rate Margin) then applicable under the FacilitiesLine of Credit Facility.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a Lender any Bank prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan Bank has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Bank's Revolving Credit Commitment Percentage of the Revolving Credit Loans requested to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Bank makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement such Drawdown Date, then such Lender Bank shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (ai) the average (computed for the period determined under referred to in clause (ciii) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by TIMES (bii) the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Advance or LoanRevolving Credit Loans, multiplied by TIMES (ciii) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Drawdown Date to and including the date on which such Lender's Pro Rata share the amount of such Advance or Loan is actually received by Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360365. A statement from of the Administrative Agent submitted to any Lender such Bank with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to PRIMA FACIE evidence of the amount owed due and owing to the Administrative Agent by such LenderBank. If the amount of such LenderBank's Pro Rata share Revolving Credit Commitment Percentage of such Revolving Credit Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Bank within three (3) Business Days after the applicable Settlement Date for following such Advance or LoanDrawdown Date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Borrower on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Credit Loans made on such Drawdown Date.

Advances by Administrative Agent. Unless the (a) The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a Drawdown Date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such Drawdown Date the amount of such Lender’s Commitment Percentage of the Term Loans to be made on such applicable Settlement Drawdown Date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Borrower a corresponding amount on behalf amount. In such event, if a Lender has not in fact made its share of such Lender. If the amount of such Pro Rata share is not made applicable Term Loan available to the Administrative Agent in immediately available funds by a Lender until after Agent, then the applicable Settlement Date, then such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith on demand and such corresponding amount in immediately available funds an with interest thereon, for each day from and including the date such amount equal is made available to the result Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under clause (c) below) of the weighted average interest rate for Federal Funds as Rate and a rate determined by the Administrative Agent during each day included in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the Fixed Interest Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, multiplied by (b) the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Term Loan to the Administrative Agent, then the amount so paid shall constitute such Lender's Pro Rata ’s share of such Advance or Term Loan, multiplied by (c) a fraction (i) the numerator of which is the number of days that elapsed from and including such Settlement Date to and including the date on which such Lender's Pro Rata share of such Advance or Loan is actually received . Any payment by the Administrative Agent in immediately available funds and (ii) the denominator of which is 360. A statement from the Administrative Agent submitted Borrower shall be without prejudice to any claim the Borrower may have against a Lender with respect that shall have failed to any amounts owing under this Section shall be conclusive (absent manifest error) as to the amount owed make such payment to the Administrative Agent by such Lender. If such Lender's Pro Rata share is not actually received by the Administrative Agent in immediately available funds within three (3) Business Days after the applicable Settlement Date for such Advance or Loan, then the Administrative Agent shall be entitled to recover from such Lender, on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under the FacilitiesAgent.

Advances by Administrative Agent. Unless the The Administrative Agent has been may, unless notified in writing to the contrary by a any Lender prior to the Settlement Date for any Advance or Loan a proposed funding date, assume that such Lender will not make the amount constituting its Pro Rata share of such Advance or Loan has made available to the Administrative Agent on or prior such funding date identified by the Company in a Notice of Borrowing the amount of such Lender’s Pro Rata Share of the Revolving Loans to be made on such applicable Settlement Datefunding date, then and the Administrative Agent may assume (but it shall not be required to assume) that such Lender will make such amount available to the Administrative Agent in immediately available funds on or before such Settlement Dateto), and in reliance upon such assumption, the Administrative Agent may make available to Borrowers the Company a corresponding amount on behalf of such Lenderamount. If the amount of such Pro Rata share is not made any Lender makes available to the Administrative Agent in immediately available funds by such amount on a Lender until date after the applicable Settlement Datesuch funding date, then such Lender shall pay to the Administrative Agent on demand and in immediately available funds an amount equal to the result of the following equation (which shall be in addition to the amount of such Lender's Pro Rata share of such Advance or Loan): the product of (a) the average (computed for the period determined under referred to in clause (c) below) , of the weighted average interest rate paid by the Administrative Agent for Federal Funds as determined federal funds acquired by the Administrative Agent during each day included in such period, multiplied by times (b) the amount of such Lender's ’s Pro Rata share Share of such Advance or LoanRevolving Loans, multiplied by times (c) a fraction (i) fraction, the numerator of which is the number of days that elapsed elapse from and including such Settlement Date funding date to and including the date on which the amount of such Lender's ’s Pro Rata share Share of such Advance or Loan is actually received by Revolving Loans shall become immediately available to the Administrative Agent in immediately available funds Agent, and (ii) the denominator of which is 360. A statement from of the Administrative Agent submitted to any such Lender with respect to any amounts owing under this Section paragraph shall be conclusive (absent manifest error) as to prima facie evidence of the amount owed due and owing to the Administrative Agent by such Lender. If the amount of such Lender's ’s Pro Rata share Share of such Revolving Loans is not actually received by made available to the Administrative Agent in immediately available funds by such Lender within three (3) Business Days after the applicable Settlement Date for following such Advance or Loanfunding date, then the Administrative Agent shall be entitled to recover such amount from such Lender, the Company on demand, the amount of such Pro Rata share with interest thereon for the entire such period since such Settlement Date at the highest interest rate per annum then applicable under to the FacilitiesRevolving Loans made on such funding date.