Common use of Non-Receipt of Funds by the Agent Clause in Contracts

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until but excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies Company (the Agent "PAYOR") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies Company (the Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent “Payor”) prior to the date on which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan (or purchase of a portion of a Swing Loan, ) to be made by it hereunder or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan (or purchase of a portion of a Swing Loan, ) to be made by it hereunder or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, the Co-Borrowers (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Co-Borrowers are to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date (when the Agent recovers such amount at from a rate per annum Bank) or equal to the rate of interest applicable to such Loan (awhen the Agent recovers such amount from the Co-Borrowers) in the case of and, if such recipient shall fail to make such payment by a Lenderpromptly, the Federal Funds Effective Rate for Agent shall be entitled to recover such dayamount, or (b) in on demand, from the case of payment by the BorrowerPayor, the with interest rate applicable to the relevant Loanas aforesaid.

Non-Receipt of Funds by the Agent. Unless the Borrower or a --------------------------------- Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified in writing by a Lender prior to the date a Loan is to be made by such Lender (which notice shall be effective upon receipt) that such Lender does not intend to make the proceeds of such Loan available to the Agent, the Agent may assume that such Lender has made such proceeds available to the Agent on such date, and the Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent, the Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or a Lenderthe Borrower, as the case may be, notifies the Agent prior to the date interest on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the corresponding amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on from the date such corresponding amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment Borrower to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such corresponding amount was so made available is recovered by the Agent until the date the Agent recovers such amount at a rate per annum rate equal to (ai) in from the case Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of payment by Borrowing and (ii) from a Lender, Lender at the Federal Effective Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanRate.

Non-Receipt of Funds by the Agent. Unless the Borrower Company, a --------------------------------- Borrowing Subsidiary, a Lender or a Swing Loan Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender or Swing Loan Lender, the proceeds of a Loan, Loan or (bii) in the case of the BorrowerCompany or a Borrowing Subsidiary, a payment of principal, interest or fees to the Agent for the account of the Lenders or Swing Loan Lenders, that it does not intend to make such scheduled payment, the Agent may assume that such scheduled payment has been made. The Agent may, but shall not be obligated to, make the amount of such scheduled payment available to the intended recipient in reliance upon such assumption. If such Lender, Swing Loan Lender, Borrowing Subsidiary or the Borrower Company, as the case may be, has not in fact made such scheduled payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such scheduled payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ax) in the case of scheduled payment by a Lender or a Swing Loan Lender, the Federal Funds Effective Rate for such day, day or (by) in the case of scheduled payment by the BorrowerCompany or a Borrowing Subsidiary, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been --------------------------------- notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan (or purchase of a portion of a Swing Loan, ) to be made by it hereunder or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified by a Lender, as the case may be, notifies the Agent Bank prior to 2 p.m. on the date on which it such Bank is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan (or (bthe payment of any amount by such Bank to reimburse the Issuer for a drawing under any Letter of Credit) in to be made by it hereunder or by the case of Company prior to the Borrower, date on which the Company is to make a payment of principal, interest or fees to the Agent for the account of the LendersAgent, the Issuer or one or more of the Banks, as the case may be (such Bank or the Company being herein called the "PAYOR" and such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on the date that such assumptionRequired Payment is to be made. If the Borrower Payor is the Company and the Company has not in fact made such payment the Required Payment to the AgentAgent on or before such date, the Lenders Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand by the Agentdemand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Effective Rate for the first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, the provisions of SECTION 2.2(A) AND SECTION 4.3(B) shall also apply.) If the Payor is a Bank and such day. If any Lender Bank has not in fact made such payment the Required Payment to the AgentAgent on or before such date, such Lender or the Borrower Bank shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent on behalf of such Bank, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Fed Funds Effective Rate for such day, or (b) in each of the case of payment by first three days after demand and for each day thereafter at the Borrower, the interest rate applicable to the relevant LoanFed Funds Rate plus 2%.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, as the case may be, notifies Company (the Agent "PAYOR") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a LoanLoan to be made by such Bank, or a participation in a Letter of Credit drawing to be acquired by such Bank, hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the Borrower, a payment of principal (including but not limited to situations in which the Borrower informs the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrower intends to use such proceeds to make a payment of principal), interest or fees Fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by due from the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any a Lender has not in fact made such payment to the Agent, the Agent shall be entitled to recover such corresponding amount on demand from such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such daydate. If such Lender does not make such payment upon the Agent's demand therefor, or (b) in the case of payment by Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such amount to the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at the rate applicable to the relevant Loan. Nothing in this Section 2.19 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder, and each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its Commitment hereunder.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or by the Borrower or (in either case, a Lender, as the case may be, notifies the Agent “Payor”) prior to the date on which it such Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Revolving Credit Advance to be made by such Lender hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt by the Agent, that it such Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If the Borrower date; and, if such Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to the Federal Funds Effective interest rate applicable to Base Rate for such day. If any Lender has not in fact made such payment to Loans or, if the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by Payor is a Lender, the Federal Funds Effective Rate for in effect from time to time and, if such day, or (brecipient(s) in the case of payment by the Borrowershall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from such Payor, together with interest rate applicable as aforesaid; provided that if neither the recipient(s) nor such Payor shall return or make, as appropriate, the Required Payment to the relevant Loan.Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment (without duplication) as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower Borrowers or a --------------------------------- Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the BorrowerBorrowers, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has Borrowers have not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower Borrowers shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the BorrowerBorrowers, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent “Payor”) prior to the date on which it the Payor is scheduled to make a payment to the Agent of (a) in the case of a Lender“Required Payment”), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent may, made and may in reliance upon such assumption (but shall not be obligated required to, ) make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (aif the recipient is the Borrower) in the case of payment by a Lender, the Federal Funds Effective Base Rate for such day, or and (bif the recipient is a Bank) in the case of payment Fed Funds Rate for such day as determined by the BorrowerAgent; and if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest rate applicable to as aforesaid at the relevant LoanBase Rate (if the Payor is the Borrower) or the Fed Funds Rate (if the Payor is a Bank).

Non-Receipt of Funds by the Agent. Unless the Company (on behalf of any Borrower or Borrowers) or a Lender, as the case may be, notifies the Agent prior to the date on which it Lender or a Borrower or Borrowers is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or participation or (b) in the case of the Borrowera Borrower or Borrowers, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower or Borrowers, as the Borrower case may be, has not in fact made such payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ay) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, or (b) in the case of payment by the Borrowerthereafter, the interest rate applicable to the relevant Loan.Loan or (z) in the case of payment by a Borrower or Borrowers, the interest rate applicable to the relevant Loan or Reimbursement Obligations. 6.6

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such Lender or the Borrower is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of any or all of the LendersLenders hereunder (such payment being herein referred to as a "Required Payment"), which notice shall be effective upon actual receipt, that it does not intend to make such paymentRequired Payment to the Agent, the Agent may assume that such payment has been made. The Agent may, (but shall not be obligated required to) assume that the Required Payment has been made and may (but shall not be required to), make the amount of such payment available to the intended recipient in reliance upon such assumption. If , make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand demand, or with respect to payment received by the AgentBorrower, within three (3) Business Days after such receipt repay to the Agent for the Agent's own account the amount so made available together with interest thereon in cash in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment applicable rate provided under Section 1.02, with respect to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment paid by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on ----- which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective ---------------- upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until but excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Alternative Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Subsidiary Borrower or --------------------------------- a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a Loan, Subsidiary Borrower Loan or (bii) in the case of the Subsidiary Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Subsidiary Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Subsidiary Borrower Loan or (b) in the case of payment by the Subsidiary Borrower, the interest rate applicable to the relevant Subsidiary Borrower Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a LoanLoan or the unreimbursed amount of any payment required pursuant to Section 2.15(e)(ii), (ii) in the case of an Issuer, payment of any Reimbursement Obligation received from the Borrower, or (biii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the LendersLenders or an Issuer, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender, or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a LenderLender or an Issuer, the Federal Funds Effective Rate for such day, day or (bii) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoan or Reimbursement Obligation.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent “Payor”) prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders (any such payment, a “Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption, (but shall not be obligated required to, ) make the amount of such payment available to the intended recipient in reliance upon (or recipients) on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient (or recipients) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon on such amount in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient (or recipients) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as provided above; provided, that if neither the recipient (or recipients) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient (or recipients) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies Company (the Agent "PAYOR") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s)on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Borrower, as the case may be, has not in fact made such payment to the AgentAgent on or before when such payment is due, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first Business Day and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. Nothing herein shall be deemed to relieve any Lender or the Borrower, as the case may be, from its obligations hereunder or to prejudice any rights any party hereto may have against such Lender or Borrower as a result of any default by such Lender or Borrower, respectively.

Non-Receipt of Funds by the Agent. Unless the Collateral Monitoring Agent shall have been notified by a Lender or the Borrower (the "PAYOR") prior to the date notified on which such Lender is to make payment to the Collateral Monitoring Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a Lenderpayment to the Collateral Monitoring Agent for the account of one or more of the Lenders, as the case may bebe (such payment being herein called the "REQUIRED PAYMENT"), notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lendersnotice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Collateral Monitoring Agent, the Collateral Monitoring Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Collateral Monitoring Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay to the Collateral Monitoring Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Collateral Monitoring Agent until the date the Collateral Monitoring Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment day (when the recipient is a Lender) or equal to the Agent, rate of interest applicable to such Lender or Loan (when the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by recipient is the Borrower, the interest rate applicable to the relevant Loan).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such Lender or the Borrower is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of any or all of the LendersLenders hereunder (such payment being herein referred to as a "Required Payment"), which notice shall be effective upon actual receipt, that it does not intend to make such paymentRequired Payment to the Agent, the Agent may assume that such payment has been made. The Agent may, (but shall not be obligated required to) assume that the Required Payment has been made and may (but shall not be required to), make the amount of such payment available to the intended recipient in reliance upon such assumption. If , make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand demand, or with respect to payment received by the AgentBorrower, within three (3) Business Days after such receipt repay to the Agent for the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent Agents own account the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, with respect to interest paid by such Lender, or (b) in the case of payment applicable rate provided under Section 1.03, with respect to interest paid by the Borrower, . Nothing herein shall relieve any Lender or Borrower from liability for failure to make the interest rate applicable to the relevant LoanRequired Payment.

Non-Receipt of Funds by the Agent. (a) Unless the Borrower or Agent shall have received notice from a Lender, as the case may be, notifies the Agent Bank prior to the date on which it such Bank is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees provide funds to the Agent for a Revolving Loan or Letter of Credit Participation under such Bank's Commitment that such Bank will not make available to the account of the Lenders, that it does not intend to make Agent such paymentfunds, the Agent may assume that such payment Bank has been made. The made such funds available to the Agent on the date of the Loan or Drawing, and the Agent, in its sole discretion, may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the Borrower has extent any Bank shall not have made funds available to the Agent as required by this Agreement (whether in fact connection with a Revolving Loan or a Drawing), and if the Agent shall have made such payment funds available to the Company, such Bank (a "Delinquent Bank") and the Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company or the Drawing is made, as applicable, until the date such amount is repaid to the Agent, at (i) the Lenders shallFederal Funds Effective Rate, on demand by in the Agentcase of the Delinquent Bank, and (ii) at the rate applicable to such Revolving Loan, in the case of the Company. If such Bank shall repay to the Agent the such corresponding amount so made available together with interest thereon (in respect of each day during the period commencing on the date which case such Bank shall no longer be deemed a Delinquent Bank) and such amount was advanced to the Company, such amount so made available by repaid shall constitute such Bank's Revolving Loan or unpaid Reimbursement Obligation, as the case may be, under its Commitment for purposes of this Agreement. Until it shall have paid to the Agent until any unpaid amount as described above, a Delinquent Bank (regardless of whether such Bank serves as the date Agent) shall be deemed to have assigned any and all payments due to it from the Company, whether on account of outstanding Loans, unpaid Reimbursement Obligations, interest, fees or otherwise, to the remaining non-Delinquent Banks for application to, and reduction of, their respective pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations. If the Delinquent Bank has not paid to the Agent recovers such any unpaid amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to as described above within three (3) Business Days after demand therefor from the Agent, then the Delinquent Bank hereby authorizes the Agent to distribute such Lender or the Borrower shall, on demand by the Agent, repay payments to the Agent non-Delinquent Banks in accordance with their respective pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the amount so made available together with interest thereon in respect assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lendernon-Delinquent Banks, the Federal Funds Effective Rate for Banks' respective pro rata shares of all outstanding Loans have been returned to those in effect immediately prior to such day, or (b) in the case of payment by the Borrower, the interest rate applicable delinquency and without giving effect to the relevant Loannonpayment causing such delinquency.

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified in writing by a Lender, as the case may be, notifies the Agent Bank prior to the any date on which it a Revolving Loan is scheduled to make payment to the Agent of (a) in the case of a Lenderbe made, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it such Bank does not intend to make available to the Agent such paymentBank's pro rata share of the Revolving Loan requested, the Agent may assume that such payment Bank has been made. The made such amount available to the Agent on such date and Agent may, in its sole discretion (but shall not be obligated to), make the amount of such payment available to the intended recipient in reliance upon Borrower a corresponding amount on such assumptiondate. If the Borrower has such corresponding amount is not in fact made available to the Agent by such payment Bank, the Agent shall be entitled to recover such corresponding amount on demand from such Bank together with interest thereon, for each day from the date the Agent made such amount available to the Borrower until the date such amount is repaid to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such daytwo days and thereafter at the Default Rate. If any Lender has Such Bank does not in fact made pay such payment to corresponding amount forthwith upon the Agent's demand therefor, such Lender or the Agent shall promptly notify the Borrower shall, on demand by and the Agent, repay Borrower shall immediately pay such corresponding amount to the Agent provided, however, that in such event the amount so made available together with interest thereon in respect Borrower shall not have any obligation under Section 2.7(b) or Section 2.12(b) to reimburse such Bank for any loss, cost or expense which such Bank may incur as a result of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers prepayment and such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, Borrower shall not be deemed a failure to make a borrowing hereunder after the interest rate applicable Borrower shall have given a Notice of Borrowing. Nothing in this Section 2.18 shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the relevant LoanBorrower may have against any Bank as a result of any default by such Bank hereunder.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, as Borrower (the case may be, notifies the Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a LoanLoan to be made by such Bank, or a participation in a Letter of Credit drawing to be acquired by such Bank, hereunder or (b) in the case of the Borrower, Borrowers) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower Agent has been notified by a Bank or a Lender, as the case may be, notifies Company (the Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a Loan, Loan to be made by such Bank hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified by a Lender, as the case may be, notifies the Agent Bank prior to 2 p.m. on the date on which it such Bank is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan (or (bthe payment of any amount by such Bank to reimburse the Issuer for a drawing under any Letter of Credit) in to be made by it hereunder or by the case of Company prior to the Borrower, date on which the Company is to make a payment of principal, interest or fees to the Agent for the account of the LendersAgent, the Issuer or one or more of the Banks, as the case may be (such Bank or the Company being herein called the "Payor" and such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on the date that such assumptionRequired Payment is to be made. If the Borrower Payor is the Company and the Company has not in fact made such payment the Required Payment to the AgentAgent on or before such date, the Lenders Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand by the Agentdemand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Effective Rate for the first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, the provisions of Section 2.2(a) and Section 4.3(b) shall also apply.) If the Payor is a Bank and such day. If any Lender Bank has not in fact made such payment the Required Payment to the AgentAgent on or before such date, such Lender or the Borrower Bank shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent on behalf of such Bank, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Fed Funds Effective Rate for such day, or (b) in each of the case of payment by first three days after demand and for each day thereafter at the Borrower, the interest rate applicable to the relevant LoanFed Funds Rate plus 2%.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies the Agent Company prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower Company (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a Lender, the Federal Funds Effective Rate (but not to exceed the Highest Lawful Rate), for such dayRequired Payments required to be made by any Lender, or (bii) in the case of payment Post-Default Rate (but not to exceed the Highest Lawful Rate), for Required Payments required to be made by the Borrower, the interest rate applicable to the relevant LoanCompany.

Non-Receipt of Funds by the Agent. (a) Unless the Borrower or a Lender, as Agent has been notified by the case may be, notifies the Agent Company prior to the date on which it the Company is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it the Company does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon applicable Banks on such assumption. If date; and, if the Borrower Company has not in fact made such payment the Required Payment to the Agent, the Lenders applicable Banks shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not day and, if such Banks shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Company, together with interest as aforesaid, provided that if neither the applicable Banks nor the Company shall return the Required Payment to the Agent within three Business Days of the Advance Date, then (x) the Company shall be obligated retroactively to the Advance Date to pay interest in fact made such payment respect of the Required Payment at the Post Default Rate and (y) the applicable Banks shall be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Federal Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such Lender or recipient(s) at the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon Post Default Rate in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanRequired Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent “Payor”) prior to the date on time upon which it such Bank is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan (including a Revolving Loan used for the purpose of refunding a Swing Line Loan, ) to be made by it hereunder or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment day (when the recipient is a Bank) or equal to the Agent, rate of interest applicable to such Lender or Loan (when the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by recipient is the Borrower, the interest rate applicable to the relevant Loan).

Non-Receipt of Funds by the Agent. Unless the Borrower or a -------------------------------------- Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Collateral Monitoring Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date notified on which such Lender is to make payment to the Collateral Monitoring Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a Lenderpayment to the Collateral Monitoring Agent for the account of one or more of the Lenders, as the case may bebe (such payment being herein called the "Required Payment"), notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lendersnotice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Collateral Monitoring Agent, the Collateral Monitoring Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Collateral Monitoring Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay to the Collateral Monitoring Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Collateral Monitoring Agent until the date the Collateral Monitoring Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment day (when the recipient is a Lender) or equal to the Agent, rate of interest applicable to such Lender or Loan (when the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by recipient is the Borrower, the interest rate applicable to the relevant Loan).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (any such party being herein called the case may be, notifies the Agent "Payor") prior to the date on which it such Payor is scheduled to make payment to the Agent of the proceeds of the Loan to be made by it hereunder (a) in the case of a Lender, the proceeds of a Loan, ) or (b) in the case of the Borrower, such Payor is to make a payment of principal, interest hereunder or fees under the Note to the Agent for the account of the LendersLenders (in the case of the Borrower), as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and, if such recipient is the Borrower and the Lender which is the Payor fails to pay the amount thereof to the Agent forthwith upon such demand, the Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agentamount, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lenderthe Borrower, the Federal Funds Effective Default Rate, provided, that if the Borrower has to repay such amount through no fault of its own, the Borrower shall pay the Base Rate for such day, or and (b) in the case of payment a Lender, for the first three (3) Business Days the rate set by interbank custom and practice for the Borrower, correction of errors among banks and for every day thereafter the interest rate applicable to the relevant Loan.Default Rate. 86

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, as Iusacell (the case may be, notifies the Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a Loan, Loan to be made by such Bank hereunder or (b) in the case of the Borrower, Xxxxxxxx) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. 2.17.

Non-Receipt of Funds by the Agent. Unless the Borrower --------------------------------- or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. 2.16.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "PAYOR") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a Loan, Loan to be made by such Bank hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the "REQUIRED CREDIT AGREEMENT PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, --------------------------------- as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent (or in the case of same day notice Alternate Base Advances, at the time such Lender receives notice from the Agent of a Committed Borrowing Notice requesting Alternate Base Rate Advances), of (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, day or (bii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Borrowers or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the BorrowerBorrowers, a payment of principal (including but not limited to situations in which the Borrowers inform the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrowers intend to use such proceeds to make a payment of principal), interest or fees Fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Borrowers, as the case may be, has not in fact made such payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such dayannum. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by due from the BorrowerBorrowers, the interest rate applicable to the relevant Loan.. ARTICLE III

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, the Borrowers (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Borrowers is to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and, if such recipient is a Borrower and the Payor Lender fails to pay the amount thereof to the Agent forthwith upon demand) such Borrower shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the average daily Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to the Agent of (a) in the case of a Lender, the proceeds of a LoanRevolving Credit Loan or the Borrower is to make Payment to the Agent, or (b) in as the case of the Borrowermay be (either such payment being a "Required Payment"), a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date (when the Agent recovers such amount at from a rate per annum Bank) or equal to the rate of interest applicable to such Revolving Credit Loan (awhen the Agent recovers such amount from the Borrower) in the case of and, if such recipient shall fail to make such payment by a Lenderpromptly, the Federal Funds Effective Rate for Agent shall be entitled to recover such dayamount, or (b) in on demand, from the case of payment by the BorrowerPayor, the with interest rate applicable to the relevant Loanas aforesaid.

Non-Receipt of Funds by the Agent. Unless the Borrower or a --------------------------------- Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders recipient of the payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies the Agent Borrowers prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) in the case of the Borrower, Borrowers) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower Borrowers (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentwithin one Business Day of demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until but excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrowers as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, the Borrowers (any such party as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the average daily Federal Funds Effective Rate for such day. If period; provided further that as used in this Section 12.13, "Required Payment" does not include any amounts due from a Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent which are to be settled on the amount so made available together with interest thereon in respect next Settlement Date pursuant to Section 2.13, but "Required Payment" shall include as of each day during the period commencing on the date such amount was so made available by Settlement Date any amounts due from a Lender to the Agent until as part of the date the Agent recovers Settlement Amount to be paid on such amount at a rate per annum equal Settlement Date pursuant to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanSection 2.13.

Non-Receipt of Funds by the Agent. Unless the Borrower Domestic Borrower, or a Lender, as the case may be, notifies the Applicable Agent prior to the date on which it is scheduled to make payment to the Applicable Agent of (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) in the case of the Borrower, a payment of principal, interest or fees to the Applicable Agent for the account of the Lenders, that it does not intend to make such payment, the Applicable Agent may assume that such payment has been made. The Applicable Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or such Borrower, as the Borrower case may be, has not in fact made such payment to the Applicable Agent, the Lenders recipient of such payment shall, on demand by the Applicable Agent, repay to the Applicable Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Applicable Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Applicable Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (any such party being herein called the case may be, notifies the Agent "Payor") prior to the date on which it such Payor is scheduled to make payment to the Agent of the proceeds of the Loan to be made by it hereunder (a) in the case of a Lender, the proceeds of a Loan, ) or (b) in the case of the Borrower, such Payor is to make a payment of principal, interest hereunder or fees under the Note to the Agent for the account of the LendersLenders (in the case of the Borrower), as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and, if such recipient is the Borrower and the Lender which is the Payor fails to pay the amount thereof to the Agent forthwith upon such demand, the Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agentamount, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lenderthe Borrower, the Federal Funds Effective Default Rate, provided, that if the Borrower has to repay such amount through no fault of its own, the Borrower shall pay the Base Rate for such day, or and (b) in the case of payment a Lender, for the first three (3) Business Days the rate set by interbank custom and practice for the Borrower, correction of errors among banks and for every day thereafter the interest rate applicable to the relevant LoanDefault Rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such Lender or the Borrower is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of any or all of the LendersLenders hereunder (such payment being herein referred to as a "Required Payment"), which notice shall be effective upon actual receipt, that it does not intend to make such paymentRequired Payment to the Agent, the Agent may assume that such payment has been made. The Agent may, (but shall not be obligated required to) assume that the Required Payment has been made and may (but shall not be required to), make the amount of such payment available to the intended recipient in reliance upon such assumption. If , make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand demand, or with respect to payment received by the AgentBorrower, within three (3) Business Days after such receipt repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent 's own account the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, with respect to interest paid by such Lender, or (b) in the case of payment applicable rate provided under Section 1.2, with respect to interest paid by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or any Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the a Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to to, for each of the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on first three days following the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a LenderAgent, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrowerand following such three day period, the interest rate applicable to the relevant LoanLoans corresponding to such amount, and, if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until but excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Base Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanplus Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the Borrower, a payment by any of the Borrowers of principal, interest interest, or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Relevant Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the (i) the Federal Funds Effective Rate for such dayday for amounts denominated in or calculated with reference to Dollars, (ii) the Eurocurrency Base Rate for amounts denominated in or calculated with reference to Alternative Currencies or Dollars, and (iii) the Singaporean Rate for Singaporean Rate Swing Loans. If any Lender has not in fact made such payment to the Agent, such Lender Lender, or the Relevant Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.of

Non-Receipt of Funds by the Agent. Unless the Borrower Agent has been notified by a Bank or a Lender, as the case may be, notifies Company (the Agent “Payor”) prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a Loan, Loan to be made by such Bank hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "PAYOR") prior to the date on which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan (or (bfunding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) in to be made by it hereunder or the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, the Borrower and, if the Borrower fails to pay the amount thereof to the Agent forthwith upon demand, the Lenders ratably in proportion to their respective Commitment Percentages) shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in if the case of payment by recipient is the Borrower, ) the interest rate applicable to the relevant LoanPast Due Rate.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies Company (the Agent "PAYOR") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED CREDIT AGREEMENT PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified in writing by a Lender, as the case may be, notifies the Agent Bank prior to the any date on which it a Revolving Loan is scheduled to make payment to the Agent of (a) in the case of a Lenderbe made, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it such Bank does not intend to make available to the Agent such paymentBank's pro rata share of the Revolving Loan requested, the Agent may assume that such payment Bank has been made. The made such amount available to the Agent on such date and Agent may, in its sole discretion (but shall not be obligated to), make the amount of such payment available to the intended recipient in reliance upon Borrower a corresponding amount on such assumptiondate. If the Borrower has such corresponding amount is not in fact made available to the Agent by such payment Bank, the Agent shall be entitled to recover such corresponding amount on demand from such Bank together with interest thereon, for each day from the date the Agent made such amount available to the Borrower until the date such amount is repaid to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such daytwo days and thereafter at the Default Rate. If any Lender has such Bank does not in fact made pay such payment to corresponding amount forthwith upon the Agent's demand therefor, such Lender or the Agent shall promptly notify the Borrower shall, on demand by and the Agent, repay Borrower shall immediately pay such corresponding amount to the Agent provided, however, that in such event the amount so made available together with interest thereon in respect Borrower shall not have any obligation under Section 2.7(b) or Section 2.12(b) to reimburse such Bank for any loss, cost or expense which such Bank may incur as a result of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers prepayment and such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, Borrower shall not be deemed a failure to make a borrowing hereunder after the interest rate applicable Borrower shall have given a Notice of Borrowing. Nothing in this Section 2.18 shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the relevant LoanBorrower may have against any Bank as a result of any default by such Bank hereunder.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the Borrower, a payment of principal (including but not limited to situations in which the Borrower informs the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrower intends to use such proceeds to make a payment of principal), interest or fees Fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, either the interest rate provided for in Section 2.3 if the payment relates to a Swingline Advance or, in all other cases, the interest rate applicable to the relevant Loan or (by) in the case of payment by due from the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or by the Borrower or (in either case, a Lender, as the case may be, notifies the Agent “Payor”) prior to the date on which it such Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Revolving Credit Advance to be made by such Lender hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt by the Agent, that it such Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If the Borrower date; and, if such Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to the Federal Funds Effective Index Rate for such day. If any Lender has not in fact made such payment to plus the AgentApplicable Margin or, such Lender or if the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by Payor is a Lender, the Federal Funds Effective Rate for in effect from time to time and, if such day, or (brecipient(s) in the case of payment by the Borrowershall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from such Payor, together with interest rate applicable as aforesaid; provided that if neither the recipient(s) nor such Payor shall return or make, as appropriate, the Required Payment to the relevant Loan.Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment (without duplication) as follows:

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Borrower is to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and, if such recipient is the Borrower and the Payor Lender fails to pay the amount thereof to the Agent forthwith upon demand, the Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable at such time to the applicable Loan, and (ii) in the case of such Lender, a rate determined by the Agent to represent its cost of overnight or short-term funds in the relevant Loancurrency (which determination shall be conclusive absent manifest error). If a Lender makes a Required Payment to the Agent pursuant to the immediately preceding sentence and the Borrower shall have repaid such amount to the Agent pursuant to such sentence, the Agent shall promptly return to the Borrower any amount (including interest) paid by the Borrower to the Agent pursuant to such sentence.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (any such party being herein called the case may be, notifies the Agent "Payor") prior to the date on which it such Payor is scheduled to make payment to the Agent of the proceeds of the Loan to be made by it hereunder (a) in the case of a Lender, the proceeds of a Loan, ) or (b) in the case of the Borrower, such Payor is to make a payment of principal, interest hereunder or fees under the Note to the Agent for the account of the LendersLenders (in the case of the Borrower), as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and, if such recipient is the Borrower and the Lender which is the Payor fails to pay the amount thereof to the Agent forthwith upon such demand, the Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agentamount, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lenderthe Borrower, the Federal Funds Effective Default Rate, provided, that if the Borrower has to repay such amount through no fault of its own, the Borrower shall pay the Base Rate for such day, or and (b) in the case of payment a Lender, for the first three (3) Business Days the rate set by interbank custom and practice for the Borrower, correction of errors among banks and for every day thereafter the interest rate applicable to the relevant Loan.Default Rate. 86 ARTICLE XIII

Non-Receipt of Funds by the Agent. Unless the Agent ------------ --------------------------------- shall have been notified in writing by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to one (1) Business Day before the date on time at which it such Lender or the Borrower is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of any or all of the LendersLenders hereunder (such payment being herein referred to as a "Required Payment"), which notice shall be effective ---------------- upon actual receipt, that it does not intend to make such paymentRequired Payment to the Agent, the Agent may assume that such payment has been made. The Agent may, (but shall not be obligated required to) assume that the Required Payment has been made and may (but shall not be required to), make the amount of such payment available to the intended recipient in reliance upon such assumption. If , make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand demand, or with respect to payment received by the AgentBorrower, within three (3) Business Days after such receipt repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent 's own account the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, with respect to interest paid by such Lender, or (b) in the case of payment applicable rate provided under SECTION 1.02, with respect to interest paid by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, the Borrowers (any such party as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the average daily Federal Funds Effective Rate for such dayperiod; provided further that as used in this ss. If 11.13, "Required Payment" does not include any amounts due from a Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent which are to be settled on the amount so made available together with interest thereon in respect next Settlement Date pursuant to ss. 2.14, but "Required Payment" shall include as of each day during the period commencing on the date such amount was so made available by Settlement Date any amounts due from a Lender to the Agent until as part of the date the Agent recovers Settlement Amount to be paid on such amount at a rate per annum equal Settlement Date pursuant to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanss. 2.14.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date time on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the such Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower applicable Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, or (b) in the case of payment by the Borrowerthereafter, the interest rate applicable to the relevant Loan or (ii) in the case of payment by such Borrower, a rate per annum equal to the higher of the Federal Funds Effective Rate and the interest rate applicable to the relevant Loan. Nothing in this Section 2.18 shall be deemed to relieve any Lender from any of its obligations hereunder or to prejudice any rights which such Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, ----------------------------------- as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoans.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, the Borrowers' Agent (any such party as appropriate being the case may be, notifies the Agent "PAYOR") prior to the date on which it such Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"REQUIRED PAYMENT"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Adjusted Base Rate for such day. If period; PROVIDED that as used in this SECTION 11.13, "Required Payment" does not include any amounts due from a Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent which are to be settled on the amount so made available together with interest thereon in respect next Settlement Date pursuant to SECTION 2.14, but "Required Payment" shall include as of each day during the period commencing on the date such amount was so made available by Settlement Date any amounts due from a Lender to the Agent until as part of the date the Agent recovers Settlement Amount to be paid on such amount at a rate per annum equal Settlement Date pursuant to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanSECTION 2.14.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or by the Borrower or (in either case, a Lender, as the case may be, notifies the Agent “Payor”) prior to the date on which it such Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Revolving Credit Advance to be made by such Lender hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt by the Agent, that it such Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If the Borrower date; and, if such Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment interest rate applicable to LIBOR Loans or, if the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by Payor is a Lender, the Federal Funds Effective Rate for in effect from time to time and, if such day, or (brecipient(s) in the case of payment by the Borrowershall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from such Payor, together with interest rate applicable as aforesaid; provided that if neither the recipient(s) nor such Payor shall return or make, as appropriate, the Required Payment to the relevant Loan.Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment (without duplication) as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment repayment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment repayment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Applicable Margin. CREDIT AGREEMENT

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified by a Lender, as the case may be, notifies the Agent Bank prior to 2 p.m. on the date on which it such Bank is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan (or (bthe payment of any amount by such Bank to reimburse the Issuer for a drawing under any Letter of Credit) in to be made by it hereunder or by the case of Company prior to the Borrower, date on which the Company is to make a payment of principal, interest or fees to the Agent for the account of the LendersAgent, the Issuer or one or more of the Banks, as the case may be (such Bank or the Company being herein called the "PAYOR" and such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on the date that such assumptionRequired Payment is to be made. If the Borrower Payor is the Company and the Company has not in fact made such payment the Required Payment to the AgentAgent on or before such date, the Lenders Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand by the Agentdemand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Effective Rate for the first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, the provisions of SECTION 2.1(A) AND SECTION 4.3(B) shall also apply.) If the Payor is a Bank and such day. If any Lender Bank has not in fact made such payment the Required Payment to the AgentAgent on or before such date, such Lender or the Borrower Bank shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent on behalf of such Bank, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Fed Funds Effective Rate for such day, or (b) in each of the case of payment by first three days after demand and for each day thereafter at the Borrower, the interest rate applicable to the relevant LoanFed Funds Rate plus 2%.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date time on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan to be made by it hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies Company (the Agent "PAYOR") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Facility C Loan to be made by such Lender hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in CREDIT AGREEMENT 28 fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower Borrowers or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the BorrowerBorrowers, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has Borrowers have not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower Borrowers shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the BorrowerBorrowers, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any a Lender has not in fact made such payment to the Agent, the Agent shall be entitled to recover such corresponding amount on demand from such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such daydate. If such Lender does not make such payment upon the Agent's demand therefor, or (b) in the case of payment by Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such amount to the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at the rate applicable to the relevant Loan. Nothing in this Section 2.18 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder, and each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its Commitment hereunder.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the Borrower, a payment of principal, interest or fees Fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such day, day or (bii) in the case of payment by due from the Borrower, the interest rate applicable to the relevant Loan. Notwithstanding the preceding sentence, if the Agent has made the amount of any such payment available to the Borrower and a Lender has not in fact paid such payment to the Agent, the amount due to the Agent from the Borrower shall, to the extent a Swingline Advance would then be available to the Borrower, be deemed to be a Swingline Advance made on the date the corresponding amount was so made available to the Borrower by the Agent.

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified by a Lender, as the case may be, notifies the Agent Bank prior to 2 p.m. on the date on which it such Bank is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan to be made by it hereunder or (b) in by the case of Company prior to the Borrower, date on which the Company is to make a payment of principal, interest or fees to the Agent for the account of the LendersAgent or one or more of the Banks, as the case may be (such Bank or the Company being herein called the "PAYOR" and such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on the date that such assumptionRequired Payment is to be made. If the Borrower Payor is the Company and the Company has not in fact made such payment the Required Payment to the AgentAgent on or before such date, the Lenders Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand by the Agentdemand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Effective Rate for the first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, the provisions of SECTION 2.1(A) AND SECTION 4.3(B) shall also apply.) If the Payor is a Bank and such day. If any Lender Bank has not in fact made such payment the Required Payment to the AgentAgent on or before such date, such Lender or the Borrower Bank shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent on behalf of such Bank, together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Fed Funds Effective Rate for such day, or (b) in each of the case of payment by first three days after demand and for each day thereafter at the Borrower, the interest rate applicable to the relevant LoanFed Funds Rate plus 2%.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent “Payor”) prior to the date on which it the Payor is scheduled to make a payment to the Agent of (a) in the case of a Lender“Required Payment”), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent may, made and may in reliance upon such assumption (but shall not be obligated required to, ) make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (aif the recipient is the Borrower) in the case of payment by a Lender, the Federal Funds Effective Prime Rate for such day, or and (bif the recipient is a Bank) in the case of payment Fed Funds Rate for such day as determined by the BorrowerAgent; and if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest rate applicable to as aforesaid at the relevant LoanPrime Rate (if the Payor is the Borrower) or the Fed Funds Rate (if the Payor is a Bank).

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the such Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the such Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) the Federal Funds Effective Rate for such dayday for amounts denominated in or calculated with reference to Dollars and (ii) the Eurocurrency Base Rate for amounts denominated in or calculated with reference to Alternative Currencies. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower Borrowers shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.of

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. Each Lender's obligation to make Revolving Loans and to purchase participation interests in accordance with this Agreement shall be absolute and unconditional and shall not be affected by (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against Borrower, Agent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Default or Default; (iii) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower, as the Borrower case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, day or (by) in the case of payment by the Borrower, the interest rate Interest Rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified by a Lender, as the case may be, notifies the Agent Lender prior to the date on of any proposed Loans requested by Borrower (which it is scheduled notice shall be effective upon receipt) that such Lender does not intend to make payment available to the Agent such Lender's Specified Percentage amount of such Loans, the Agent may assume that such Lender has made its Specified Percentage amount available to the Agent on the applicable Borrowing Date in accordance with Section 2.2(e) and the Agent may (but shall not be required to), in reliance on such assumption, make available to Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made its Specified Percentage amount available to the Agent, such Lender and Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Agent (a) in the case of a LenderBorrower, at the proceeds of a Loan, or interest rate applicable to such Loans and (b) in the case of such Lender, at the Borrower, a payment of principal, interest or fees to Federal Funds Rate if such amount is paid in full within three calendar days after demand therefor by the Agent for and, thereafter, at the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumptionAlternate Base Rate. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, Lender shall repay to the Agent the such corresponding amount, such amount so made available together with interest thereon in respect repaid shall constitute such Lender's Specified Percentage amount of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate Loans for such daypurposes of this Agreement. If The failure of any Lender has to provide its Specified Percentage amount of any requested Loans shall not in fact made relieve any other Lender of its obligation hereunder to make its Specified Percentage amount of such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoans.

Non-Receipt of Funds by the Agent. Unless the Agent shall --------------------------------- have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on ----- which it such Bank is scheduled to make payment to the Agent of (a) in hereunder or the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which ---------------- notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, (a) the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal (i) to the Federal Funds Effective Rate for the first day of such day. If any Lender has not in fact made period and thereafter at the Base Rate plus the Base Rate Margin if the Payor is a Bank or (ii) at the Base Rate plus the Base Rate Margin for such payment to period if the Agent, such Lender or Payor is the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or and (b) in the case of payment by the BorrowerAgent shall be entitled to offset against any and all sums to be paid to such recipient, the interest rate applicable to amount calculated in accordance with the relevant Loanforegoing clause (a).

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall --------------------------------- have been notified by a Bank or a Lender, as the case may be, notifies the Agent Company prior to the date on which it such Bank or the Company (as the case may be) is scheduled to make any payment to the Agent of any amount required to be paid under this Agreement or any Note (a) in the case of such payment being herein called a Lender"Required Payment"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be ---------------- effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon that assumption (but shall not be obligated required to), make the amount of such payment Required Payment available to the intended recipient in reliance upon recipient(s) on such assumptiondate. If such Bank or the Borrower Company (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on from and including the date such amount was so made available by the Agent until to but not including the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date which the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a Lenderpayments due from the Banks, the Federal Funds Effective Rate for such dayday (as determined by the Agent) for the first two Business Days after the date on which such payment was due to be made and thereafter at the Base Rate in effect from time to time, or and (bii) in the case of payment by payments due from the BorrowerCompany, the interest rate applicable Base Rate in effect from time to time for the relevant Loanfirst two Business Days after the date on which such payment was due to be made, and thereafter at the Post-Default Rate.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, the Borrowers (any such party as appropriate being the case may be, notifies the Agent "PAYOR") prior to the date on which it such Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"REQUIRED PAYMENT"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by any Payor that is a Lender, the Federal Funds Effective Rate for such dayperiod (provided that if such amount is not paid by such Lender to the Agent, or within 3 Business Days of the date such amount was so made available by the Agent, the applicable interest rate shall be the Adjusted Base Rate from and after such third Business Day until such amounts are paid to the Agent); and (bii) in the case of payment by the any Payor that is a Borrower, the interest rate applicable Adjusted Base Rate for such period; PROVIDED, that as used in this Section 11.13, "Required Payment" does not include any amounts due from a Lender to the relevant LoanAgent which are to be settled on the next Settlement Date pursuant to Section 2.13, but "Required Payment" shall include as of each Settlement Date any amounts due from a Lender to the Agent as part of the Settlement Amount to be paid on such Settlement Date pursuant to Section 2.13.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, the Borrowers (any such party as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the average daily Federal Funds Effective Rate for such day. If period; provided further that as used in this Section 11.13, "Required Payment" does not include any amounts due from a Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent which are to be settled on the amount so made available together with interest thereon in respect next Settlement Date pursuant to Section 2.14, but "Required Payment" shall include as of each day during the period commencing on the date such amount was so made available by Settlement Date any amounts due from a Lender to the Agent until as part of the date the Agent recovers Settlement Amount to be paid on such amount at a rate per annum equal Settlement Date pursuant to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanSection 2.14.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have --------------------------------- been notified by a Lender or a Lender, as the case may be, notifies Company (the Agent "Payor") prior to the date on ----- which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which ---------------- notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so ------------ made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor -------- shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, as the case may be, notifies Company (either or both the Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a Loan, Loan to be made by such Bank hereunder or (b) in the case of the Borrower, Company) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersBanks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows:

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ai) in the case of a Lender, the proceeds of a LoanLoan or the unreimbursed amount of any payment required pursuant to Section 2.17(e)(ii), (ii) in the case of an Issuer, payment of any Reimbursement Obligation received from the Borrower, or (biii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the LendersLenders or an Issuer, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender, Issuer or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a LenderLender or an Issuer, the Federal Funds Effective Rate for such day, day or (bii) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoan or Reimbursement Obligation.

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have received notice from a Lender, as the case may be, notifies the Agent Lender prior to the date on which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees provide funds to the Agent for a Revolving Credit Loan to be made by such Lender that such Lender will not make available to the account of the Lenders, that it does not intend to make Agent such paymentfunds, the Agent may assume that such payment Lender has been made. The made such funds available to the Agent on the date of such Revolving Credit Loan and the Agent, in its sole discretion, may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the Borrower has extent such Lender shall not in fact have made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made funds available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower shall, on demand by until the date such amount is repaid to the Agent, at the Federal Funds Rate. If such Lender shall repay to the Agent the such corresponding amount, such amount so made available together repaid shall constitute such Lender's Revolving Credit Loan for purposes of this Agreement. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with the interest thereon in respect of thereon, for each day during the period commencing on from the date such amount was so is made available by to the Agent Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Unless the Agent recovers shall have received notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make any payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.amount then due

Non-Receipt of Funds by the Agent. Unless the Borrower or a --------------------------------- Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the (i) Federal Funds Effective Rate for such dayday for amounts denominated in or calculated with reference to Dollars and (ii) Eurocurrency Base Rate for amounts denominated in or calculated with reference to Alternative Currencies. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, day for amounts denominated in or calculated with reference to Dollars and the Eurocurrency Base Rate for such day for amounts denominated in or calculated with reference to Alternative Currencies or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "PAYOR") prior to the date on which it the Payor is scheduled to make payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date; and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made day and, if such payment recipient(s) shall fail promptly to make such payment, the Agent, Agent shall be entitled to recover such Lender or the Borrower shallamount, on demand by demand, from the AgentPayor, repay together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the amount so made available together with Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Required Payment as follows: