Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by a Lender prior to (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. on) the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so that the Borrower will have no liability under such Section with respect to such payment. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent Reliance on Lender Funding.Agent. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to (or,# in the case of a Borrowing of Base Rate Loans, by 1:not later than 12:00 p.m. on)noon on the date on whichof any proposed borrowing and # otherwise, prior to the proposed date of any borrowing that such Lender is scheduled towill not make paymentavailable to the Administrative Agent such Lender’s share of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment,borrowing, the Administrative Agent may assume that such Lender has made such payment when dueshare available on such date in accordance with [Sections 2.3(b) and the Administrative Agent may5.13]3] and may, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment isbe made by such Lender, the BaseOvernight Rate and # in effect for each such day. If such amount is not received from such Lenderthe case of a payment to be made by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal toBorrower, the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so thatBase Rate Loans. If the Borrower will have no liability underand such Section with respectLender 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 payment.interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent Reliance on Lender Funding.Agent. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to (or,# in the case of a Borrowing of Base Rate Loans, by 1:not later than 12:00 p.m. on)noon on the date on whichof any proposed borrowing and # otherwise, prior to the proposed date of any borrowing that such Lender is scheduled towill not make paymentavailable to the Administrative Agent such Lender's share of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment,borrowing, the Administrative Agent may assume that such Lender has made such payment when dueshare available on such date in accordance with [Sections 2.3(b) and the Administrative Agent may5.13]3] and may, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment isbe made by such Lender, the BaseOvernight Rate and # in effect for each such day. If such amount is not received from such Lenderthe case of a payment to be made by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal toBorrower, the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so thatBase Rate Loans. If the Borrower will have no liability underand such Section with respectLender 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 payment.interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender's Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent Reliance on Lender Funding.Agent. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to the proposed date of any Borrowing of Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 2:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section 2.04 (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. on) the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when dueshare available in accordance with and at the Administrative Agent maytime required by this Section 2.04) and may, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance wasbe made by such Lender, the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determinedOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordanceconnection with banking industry rules on interbank compensation for each such daythe foregoing, and # fromin the date two (2) Business Days after the date suchcase of a payment is due from such Lender to the date such payment isbe made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal toBorrower, the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so thatLoan. If the Borrower will have no liability underand such Section with respectLender 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 payment.interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection # shall be conclusive, absent manifest error.

Funding by ​; Presumption by Administrative Agent Reliance on Lender Funding.Agent. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to (or,# in the case of a Borrowing of Base Rate Loans, by 1:not later than 12:00 p.m. on)noon on the date on whichof any proposed borrowing and # otherwise, prior to the proposed date of any borrowing that such Lender is scheduled towill not make paymentavailable to the Administrative Agent such Lender’s share of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment,borrowing, the Administrative Agent may assume that such Lender has made such payment when dueshare available on such date in accordance with [Section 2.3(b)] and the Administrative Agent maymay, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance wasbe made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder,Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # fromin the date two (2) Business Days after the date suchcase of a payment is due from such Lender to the date such payment isbe made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender byBorrower, the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so thatLoan. If the Borrower will have no liability underand such Section with respectLender 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 payment.interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(i) Funding by ​; Presumption by Administrative Agent Reliance on Lender Funding.Agent. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 2:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with [Section 2.02] (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. on) the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when dueshare available in accordance with and at the Administrative Agent maytime required by [Section 2.02]) and may, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance wasbe made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder,Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lendercompensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent immediately upon demand,in connection with the Borrower will, on demand, repayforegoing, and # in the case of a payment to be made by the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal toBorrower, the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so thatBase Rate Loans. If the Borrower will have no liability underand such Section with respectLender 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 payment.interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by aany Lender prior to (or, in5:00 p.m. one (1) Business Day prior to the casedate of a Borrowing of Base Rate Loans, by 1:00 p.m. on) the date onin which such Lender is scheduled to participate that such Lender will not make paymentavailable to the Administrative Agent such Lender’s share of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment,Borrowing, the Administrative Agent may assume that such Lender has made such payment when dueamount available to the Administrative Agent on such date, and the Administrative Agent mayAgent, in reliance uponon such assumption (but shall not be required to)assumption, may make available to the Borrower the proceeds of the Loan to be made byon such Lender and, if any Lender hasdate a corresponding amount. If such corresponding amount is not in fact made such payment to the Administrative Agent, such Lender shall, on demand, payavailable to the Administrative Agent by such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount made available to the Borrower attributable toon demand from such Lender together with interest thereon in respect of each day during# at the period commencing onFederal Funds Rate until the datesecond Business Day after such demand and # at the Base Rate at all times thereafter. If such Lender does not pay such corresponding amount was made available toforthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower and ending on (but excluding) the dateshall immediately pay such Lender pays suchcorresponding amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lendertogether with interest thereon at athe rate per annum equal to the interest rate applicable to the relevant Loan, but withoutspecified for such payment being considered a payment or prepayment of a Loan under [Section 4.05] so that the Borrower will have no liability under such Section with respect to such payment. Any payment by the BorrowerBorrowing. Nothing in this subsection shall be withoutdeemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice to any claimrights which the Borrower may have against any Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agent.hereunder.

Presumptions by the Administrative Agent Reliance on Lender Funding.Agent. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to (or, in the case of aproposed Borrowing of Base Rate Loans, by 1:00 p.m. on) the date on whichDate that such Lender is scheduled towill not make paymentavailable to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment,Lender’s Term Loan, the Administrative Agent may assume that such Lender has made such payment when dueTerm Loan available on such date in accordance with Section 2.1, and the Administrative Agent maymay, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its Term Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance wasbe made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder,Lender, the greater of the Federal Funds Effective Rate and a rate as reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # fromin the date two (2) Business Days aftercase of a payment to be made by the date such payment is due fromBorrower, the interest rate then applicable to Base Rate Loans. If such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repaypays its Term Loans to the Administrative AgentAgent, then the proceeds of the Loan attributable toamount so paid shall constitute such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so that the Borrower will have no liability under such Section with respect to such payment.Lender’s Term Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. If the Borrower and such Lender pay such interest for the same period, the Administrative Agent promptly shall remit to the Borrower the amount of interest paid by Borrower for such overlapping period. Nothing in this [Section 2.4(c)] or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 2.11, shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Funding by [[Organization B:Organization]]; Administrative Agent Reliance on Lender Funding.Agent’s Reliance. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to (or,the proposed date (or in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. on) the date on whichproposed time) of any Borrowing that such Lender is scheduled towill not make paymentavailable to the Administrative Agent such Lender’s Applicable Percentage of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment,Borrowing, the Administrative Agent may assume that such Lender has made such payment when dueApplicable Percentage available in accordance with and at the Administrative Agent maytime required in Section 2.02(b) and may, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its Applicable Percentage of such Borrowing available to the Administrative Agent, then such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment isbe made by such Lender, the BaseFederal Funds Effective Rate and # in effect for each such day. If such amount is not received from such Lenderthe case of a payment to be made by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal toBorrower, the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so thatrequested Borrowing. If the Borrower will have no liability underand such Section with respectLender 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 payment.interest paid by the Borrower for such period. If such Lender pays its Applicable Percentage of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this paragraph # shall be conclusive, absent manifest error.

Funding by Lenders; Presumption by Administrative Agent Reliance on Lender Funding.Agent. Unless the Administrative Agent shall have been notified byreceived notice from a Lender prior to (or, in the caseproposed date of aany Borrowing of Base Rate Loans, by 1:00 p.m. on) the date on whichthat such Lender is scheduled towill not make paymentavailable to the Administrative Agent such Lender’s share of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment,Borrowing, the Administrative Agent may assume that such Lender has made such payment when dueshare available on such date in accordance with [Section 2.02] and the Administrative Agent maymay, in reliance upon such assumption (but shall not be required to)assumption, make available to the Borrower the proceeds of the Loan to be made bya corresponding amount. In such Lender and,event, if anya Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, such Lender shall, on demand, payat # in the case of a payment to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: # from the date the related advance wasbe made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder,Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and # fromin the date two (2) Business Days after the date suchcase of a payment is due from such Lender to the date such payment isbe made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal toBorrower, the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under [Section 4.05] so thatABR Advances. If the Borrower will have no liability underand such Section with respectLender 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 payment.interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Advance included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.