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

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, for purposes of this Section 4.06, a “Payor”) prior to the time at date on which such Bank Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Payor hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the a “Required Payment”), which notice shall be effective upon receipt, that such Payor does not intend to make the such Required Payment to the Administrative Agent, the Administrative Agent may assume that the such Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the such Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by from the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day. If such recipient fails promptly day in the case of payments returned to repay the Administrative Agent by any of the amount received Lenders or (b) the applicable interest rate due hereunder with respect to payments returned by itthe Borrower to the Administrative Agent and, if such recipient(s) shall fail to promptly make such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the such Payor, together with interest at the same rates as aforesaid, ; provided that if neither the recipient recipient(s) nor the such Payor shall return the Required Payment to the Administrative Agent within three (3) Business Days (five (5) days in the case the Borrower is the Payor) of the Advance Date, then, retroactively to the Advance Date, the such Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksAdministrative Agent for the benefit of the Lenders, the Borrower and the recipient recipient(s) shall each be obligated to pay interest retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 hereof 3.02 to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment, and it being further understood that to the extent the Administrative Agent actually receives from the Borrower any such interest at the Post-Default Rate on such Required Payment, such amount so received shall be credited against the amount of interest (if any) payable by the applicable recipient(s); , and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the such Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at pursuant to whichever of the rate rates specified in Section 3.02 is applicable to the Type of interest provided for such Loan, it being understood that the return by the Borrower of the Required Payment to the Administrative Agent shall not limit any claim that the Borrower may have against such Payor in respect of such Required Payment pursuant and shall not relieve such Payor of any obligation it may have hereunder or under any other Loan Documents to Section 4.2 hereof (and, in case the Borrower and no advance by the Administrative Agent to the Borrower under this Section 4.06 shall return release any Lender of its obligation to fund such Loan except as set forth in the following sentence. If any such Lender shall thereafter advance any such Required Payment to the Administrative Agent, without limiting any claim together with interest on such Required Payment as provided herein, such Required Payment shall be deemed such Lender’s applicable Loan to the Borrower may have against and shall be advanced by the Payor in respect of Administrative Agent to the Borrower to the extent the Borrower has remitted the Required Payment)Payment and such interest to the Administrative Agent.

Non-Receipt of Funds by the Administrative Agent. Unless a Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at date on which such Bank it is scheduled to make payment to the Administrative Agent of (a) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (b) in the Borrower is to make case of a Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receiptLenders, that such Payor it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date andassumption. If such Lender or such Borrower, if as the Payor case may be, has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made shall, on demand by the Administrative Agent shall, on demandAgent, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan; or (ii) in the case of payment by a Lender, (x) for the first three Business Days after demand, (I) if such payment is denominated in Dollars, the Federal Funds Rate for Effective Rate, (II) if such day. If payment is denominated in Euros or British Pounds Sterling, the applicable Eurocurrency Reference Rate, or (III) if such recipient fails promptly to repay payment is denominated in any other currency, the rate determined by the Administrative Agent the amount received to be its costs of funds for such currency (including overdraft charges levied by itany relevant correspondent bank and any other taxes, levies, imposts, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent shall be entitled to recover in connection with obtaining such currency), and (without duplicationy) such amountthereafter (in each case), on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment rate applicable to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)relevant Loan.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.12 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank a Committed Rate Loan is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Committed Rate Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent at such time, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient Company a corresponding amount. If such amount is made available to the Administrative Agent on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Lender's Commitment Percentage of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender's Commitment Percentage of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. If such Lender's Commitment Percentage is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum applicable to Alternate Base Rate Loans hereunder, on demand, from the Company. (b) Unless the Administrative Agent shall have been notified by the Company prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Company does not intend to make such payment, the Administrative Agent may assume that the Company has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date andan amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Payor Company has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with interest thereon in respect of each day during such Lender. If such amount is repaid to the period commencing Administrative Agent on a date after the date (the “Advance Date”) such amount was so made available to such Lender, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount made available to such Lender by the Administrative Agent pursuant to this paragraph (b), times (iii) a fraction, the numerator of which is the number of days that elapse from and including the date on which such amount was made available to such recipient until Lender to the date the Administrative Agent recovers on which such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment have been repaid to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor by such Lender and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment become immediately available to the Administrative Agent, without limiting Agent and the obligation denominator of which is 360. (c) A certificate of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Administrative Agent submitted to the Borrower, Company or any Lender with respect to any amount owing under this subsection shall be conclusive in the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect absence of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless (a) Except as provided in Section 2.13(d), unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Initial Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing, and (ii) from a Lender at the Federal Funds Effective Rate with respect to Loans denominated in Dollars and at the Alternative Base Rate with respect to Loans denominated in any Alternative Currency. (b) Except as provided in Section 2.13(d), unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Effective Rate for such day. If such recipient fails promptly with respect to repay Loans denominated in Dollars and at the Alternative Base Rate with respect to Loans denominated in any Alternative Currency. (c) A certificate of the Administrative Agent submitted to the Initial Borrower or any Lender with respect to any amount received by itowing under this Section 2.13 shall be conclusive in the absence of manifest error. (d) On the date of any borrowing of a Revolving Loan in any Alternative Currency, the Administrative Agent shall be entitled make available to recover (without duplication) the applicable Borrower the proceeds of such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to borrowing only upon actual receipt by the Administrative Agent within three Business Days from each Lender of such Lender’s pro rata portion of such borrowing in such Alternative Currency. On the date that any payment of the Advance Date, then, retroactively to the Advance Dateprincipal of or interest on any Revolving Loan denominated in any Alternative Currency is due, the Payor and the recipient Administrative Agent shall make available to each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a Lender such Lender’s pro rata portion of such payment to be made only upon actual receipt by the Borrower to the Banks, Administrative Agent from the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)payment.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.14 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank date a Eurocurrency Rate Loan is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder (or the Borrower is prior to make a payment to the Administrative Agent for the account of one or more of the Banks, as 2:00 p.m. in the case may be of a Base Rate Loan) by such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent and any such payment by the Borrower shall not constitute a Bank waiver of any right or remedy the Borrower may have with respect to any such Lender. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itto, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment repaid to the Administrative Agent within three Business Days of two (2) days from the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be date such amount was made available by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation Federal Funds Rate and thereafter at a rate equal to the Base Rate. (c) A certificate of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Administrative Agent submitted to the Borrower, Borrower or any Lender with respect to any amount owing under this Section 2.13 shall be conclusive in the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect absence of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower Borrowers (each, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrowers) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Borrowers to the BanksLenders, the Borrower Borrowers and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of the Borrowers under Section 3.02 to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower Borrowers under Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); Payment and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the BorrowerBorrowers, the Payor and the Borrower Borrowers shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 hereof (and3.02 is applicable to the Type of such Loan, in case it being understood that the Borrower shall return by the Borrowers of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower Borrowers may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank date a LIBOR Rate Loan is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder (or the Borrower is prior to make a payment to the Administrative Agent for the account of one or more of the Banks, as 2:00 p.m. in the case may be of an Alternate Base Rate Loan) by such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent and any such payment by the Borrower shall not constitute a Bank waiver of any right or remedy the Borrower may have with respect to any such Lender. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itto, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment repaid to the Administrative Agent within three Business Days of two (2) days from the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be date such amount was made available by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation Federal Funds Rate and thereafter at a rate equal to the Alternate Base Rate. (c) A certificate of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Administrative Agent submitted to the Borrower, Borrower or any Lender with respect to any amount owing under this Section 2.13 shall be conclusive in the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect absence of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank date a Term Loan is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Term Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from the Borrower hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt), that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the Borrower Company (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it such Bank hereunder or (in the Borrower is to make case of the Company) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Company to the Banks, the Borrower Company and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of the Company under Section 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower Company under said Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); Payment and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the BorrowerCompany, the Payor and the Borrower Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the Borrower shall return by the Company of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower Company may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at which such Bank is to make any payment to the Administrative Agent of the proceeds of a Loan an Accommodation to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to determined by the Federal Funds Rate Administrative Agent in accordance with prevailing banking industry practice on interbank compensation for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan an Accommodation to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, shall have been notified by a Bank US$ Lender, US$-Canadian Lender, Multi-Currency Lender, Term Lender or the Borrower Company (each, a the “Payor”) prior to the time at date on which such Bank Lender is to make payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, of the proceeds of a Loan to be made by it hereunder or the a Borrower is to make a payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, repay pay to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the amount made available to it 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 Administrative Agent to such recipient or the Multi-Currency Payment Agent, as the case may be, until the date the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If such recipient fails promptly to repay period or, in the case of an amount payable in a currency other than Dollars, the rate determined by the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days in its discretion of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the appropriate rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)interbank settlements.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank date a Revolving Loan is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Revolving Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient Borrower a corresponding amount. If such amount is made available to the Administrative Agent on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Lender's Revolving Commitment Percentage of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender's Revolving Commitment Percentage of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. If such Lender's Revolving Commitment Percentage is not in fact made available to the Administrative Agent by such Lender within two (2) Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans hereunder, on demand, from the Borrower. (b) Unless the Administrative Agent shall have been notified by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date andan amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Payor Borrower has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with interest thereon in respect of each day during such Lender. If such amount is repaid to the period commencing Administrative Agent on a date after the date (the “Advance Date”) such amount was so made available to such Lender, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount made available to such Lender by the Administrative Agent pursuant to this paragraph (b), times (iii) a fraction, the numerator of which is the number of days that elapse from and including the date on which such amount was made available to such recipient until Lender to the date the Administrative Agent recovers on which such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment have been repaid to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor by such Lender and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment become immediately available to the Administrative Agent, without limiting Agent and the obligation denominator of which is 360. (c) A certificate of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Administrative Agent submitted to the Borrower, Borrower or any Lender with respect to any amount owing under this subsection shall be conclusive in the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect absence of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the Borrower Company (each, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it such Bank hereunder or (in the Borrower is to make case of the Company) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Company to the Banks, the Borrower Company and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of the Company under Section 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower Company under said Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); , and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the BorrowerCompany, the Payor and the Borrower Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and3.02 hereof, in case it being understood that the Borrower shall return by the Company of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower Company may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) any Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, Borrowing that such Payor does Lender will not intend to make the Required Payment amount that would constitute its share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Required Payment has been made Administrative Agent, and the Administrative Agent may, in its sole and absolute discretion, in reliance upon such assumption assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time therefor, and Administrative Agent elects to make such corresponding amount available to the Borrower, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees charged by the Administrative Agent in connection with the foregoing, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such Borrowing date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the relevant Loan, on demand, from the Borrower. Nothing in this Section shall be deemed to limit the rights of the Borrower against any such Lender. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent (including but not limited to situations in which the Borrower informs the Administrative Agent that the Administrative 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), the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether Lenders their respective pro rata shares of a Bank or the Borrower) of corresponding amount. If such payment is not made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount made available to it 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 Administrative Agent to Borrower within three (3) Business Days after such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itdue date, the Administrative Agent shall be entitled to recover (without duplication) such amountrecover, on demand, from each Lender to which any amount which was made available pursuant to the Payorpreceding sentence, together such amount with interest as aforesaid, provided that if neither thereon at the recipient nor rate per annum equal to the Payor shall return greater of the Required Payment to Federal Funds Rate and a rate determined by the Administrative Agent within three Business Days in accordance with banking industry rules on interbank compensation, plus administrative, processing or similar fees charged by the Administrative Agent in connection with the foregoing. Nothing in this Section shall be deemed to limit the rights of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to Agent or any Lender against the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent at a per annum rate equal to, if repaid to such recipient until the date the Administrative Agent recovers within two (2) days from the date such amount at a rate per annum equal to was made available by the Administrative Agent, the Federal Funds Rate for such day. If such recipient fails promptly and thereafter at a rate equal to repay the Alternate Base Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received owing under this Section 2.13 shall be conclusive in the absence of manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by itsuch Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Section 4 are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall be entitled return such funds (in like funds as received from such Lender) to recover such Lender, without interest. (without duplicatione) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days The obligations of the Advance DateLenders hereunder to make Loans, then, retroactively to the Advance Date, the Payor fund participations in Letters of Credit and the recipient shall each be obligated Swingline Loans and to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment make payments pursuant to Section 4.2 hereof (and10.5(c) are several and not joint. The failure of any Lender to make any Loan, in case to fund any such participation or to make any such payment under Section 10.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the Borrower shall return the Required Payment failure of any other Lender to the Administrative Agentso make its Loan, without limiting any claim the Borrower may have against the Payor in respect of the Required Paymentto purchase its participation or to make its payment under Section 10.5(c). (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower Company (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender, or a participation in a Letter of Credit drawing to be acquired by such Lender, hereunder or (in the Borrower is to make case of the Company) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Company to the BanksLenders, the Borrower Company and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient recipient(s) shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower Company under Section 4.2 3.02 hereof to pay interest to such recipient recipient(s) at the Post-Default Rate in respect of the Required Payment); ) and (ii) if the Required Payment shall represent proceeds of a Loan loan to be made by the Banks Lenders to the BorrowerCompany, the Payor and the Borrower Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 3.02 hereof (and, in case the Borrower Company shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the Borrower Company (each, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it such Bank hereunder or (in the Borrower is to make case of the Company) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds NYFRB Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Company to the Banks, the Borrower Company and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of the Company under Section 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower Company under said Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); , and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the BorrowerCompany, the Payor and the Borrower Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and3.02 hereof, in case it being understood that the Borrower shall return by the Company of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower Company may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by received written notice from a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid; provided, provided however, that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Datedate such demand was made, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows:follows (without double recovery): (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (iirecipient(s) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate set forth in Section 3.02(b) (without duplication of the obligation of Borrower under Section 3.02 to pay interest provided for such on the Required Payment pursuant to at the rate set forth in Section 4.2 hereof (and3.02(b)), in case it being understood that the Borrower shall return by the recipient(s) of the Required Payment to the Administrative AgentAgent shall not limit such obligation of Borrower under Section 3.02 to pay interest at the rate set forth in Section 3.02(b) in respect of the Required Payment and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to Borrower, without limiting the Payor and Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment pursuant to Section 3.02, it being understood that the return by Borrower of the Required Payment to the Administrative Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at date on which such Bank it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the Borrower is to make case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receiptLenders, that such Payor it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date andassumption. If such Lender or the Borrower, if as the Payor case may be, has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made shall, on demand by the Administrative Agent shall, on demandAgent, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) 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 (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. If such recipient fails promptly any Lender shall fail to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a make any payment required to be made by it pursuant to Sections 2.4.4, 2.18, 2.20.5, 2.20.6, 9.15 or 11.2, then the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andAdministrative Agent may, in case its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the recipient shall return Administrative Agent for the Required Payment to account of such Lender and for the benefit of the Administrative Agent, without limiting the obligation of Swing Line Lender or the Borrower LC Issuer to satisfy such Lender’s obligations under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and Sections until all such unsatisfied obligations are fully paid, and/or (ii) if hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Required Payment shall represent proceeds case of a Loan to be made each of (i) and (ii) above, in any order as determined by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest Administrative Agent in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)its discretion.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, in accordance with the terms hereof, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay LIBOR Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.9 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “Payor”) prior to the time at date on which such Bank notifying party is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “Required Payment”"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that such Payor it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if such Lender or the Payor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until until, but excluding, the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate Rate, and for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itBorrower as recipient, the Administrative Agent shall will be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment equal to the Administrative Agent within three Business Days of Base Rate plus the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by received notice from a Bank or the Borrower (each, a “Payor”) prior to the time at which date of any Borrowing that such Bank is to will not make payment available to the Administrative Agent such Bank’s Ratable Portion of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Payor does not intend to make the Required Payment to the Administrative AgentBorrowing, the Administrative Agent may assume that such Bank has made such portion available to the Required Payment has been made Administrative Agent on the date of such Borrowing in accordance with Section 2.02(b) and the Administrative Agent may, in reliance upon such assumption (but shall not be required to)assumption, make the amount thereof available to the intended recipient applicable Borrower on such date and, if a corresponding amount. If and to the Payor has extent that such Bank shall not in fact have so made the Required Payment such Ratable Portion available to the Administrative Agent, such Bank and the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, applicable Borrower severally agree to repay to the Administrative Agent such corresponding amount together with interest thereon, for each day from the date such amount is made available to it 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 Administrative Agent to such recipient applicable Borrower until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment is repaid to the Administrative Agent, without limiting (i) in the obligation case of a Borrower, one Business Day after the Borrower under Section 4.2 hereof to pay Administrative Agent requests such payment from such Borrower, which request shall not be sooner than one Business Day after such Bank’s Ratable Portion was due, with interest to such recipient at the Post-Default Rate in respect of interest rate applicable at the Required Payment); and time to Advances comprising such Borrowing, and (ii) if in the Required Payment case of such Bank, forthwith upon demand, with interest at the Federal Funds Rate. If such Bank shall represent proceeds repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of a Loan such Borrowing for purposes of this Agreement. The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Advance on the Banks date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to the Borrower, the Payor and the Borrower shall each be obligated retroactively to make the Advance Date to pay interest in respect be made by such other Bank on the date of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)Borrowing.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 3.8 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrowers a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Company, and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the applicable Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the applicable Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Company, prior to the date on which any payment is due from a Borrower hereunder (which notice shall be effective upon receipt) that the applicable Borrower does not intend to make such payment, the Administrative Agent may assume that the applicable Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the applicable Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Company or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrowers a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrowers, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrowers do not intend to make such payment, the Administrative Agent may assume that such Borrowers have made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrowers have not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrowers or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.07 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Parent Borrower (each, a “Payor”) prior to the time at date on which such Bank notifying Lender is scheduled to make a payment to the Administrative Agent of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or the Borrower is Borrowers are scheduled to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Payor does notifying Lender or the Borrowers, as applicable, do not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if such Lender or the Payor has Borrowers (as the case may be) have not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment and (in the case of payments that should have been made by the Administrative Agent a Lender) such Lender shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until until, but excluding, the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and for such daythe Borrowers as recipient, will be equal to the Base Rate plus the Applicable Margin. If such recipient fails promptly to repay the Administrative Agent the Lender pays such amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to then such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) amount shall constitute such Lender’s Loan, if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)applicable.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.19 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (A) Unless a Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at date on which such Bank it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the Borrower is to make case of a Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receiptLenders, that such Payor it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date andassumption. If such Lender or Borrower, if as the Payor case may be, has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made shall, on demand by the Administrative Agent shall, on demandAgent, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for such day. If such recipient fails promptly to repay day or (ii) in the Administrative Agent the amount received case of payment by ita Borrower, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment rate applicable to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:relevant Loan. (iB) if the Required Payment If any Lender shall represent a fail to make any payment or any Revolving Loan required to be made by it pursuant to Sections 2.2(D), 2.17(A), 3.6, 3.7 or 11.8, then the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andAdministrative Agent may, in case its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the recipient shall return Administrative Agent for the Required Payment to account of such Lender and for the benefit of the Administrative Agent, without limiting the obligation of Swing Line Bank or the Borrower Issuing Bank to satisfy such Lender’s obligations under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and Sections until all such unsatisfied obligations are fully paid, and/or (ii) if hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Required Payment shall represent proceeds case of a Loan to be made each of (i) and (ii) above, in any order as determined by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest Administrative Agent in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)its discretion.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Effective Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.12 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (eachin either case, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of Borrower) a payment to the Administrative Agent for the account of one or more of the Banksany Lender hereunder (in either case, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Prime Rate for such day. If such recipient fails promptly day in the case of payments returned to repay the Administrative Agent by any of the amount received Lenders or (b) the applicable interest rate due hereunder with respect to payments returned by itBorrower to the Administrative Agent and, if such recipient(s) shall fail promptly to make such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, ; provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (ia) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of Borrower under Section 2.3 to pay interest on the Required Payment at the Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower under Section 4.2 hereof 2.3 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); , and (iib) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 hereof (and2.3 is applicable to the Type of such Loan, in case it being understood that the return by Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the a Borrower (each, a “Payor”the "PAYOR") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it such Bank hereunder or (in the Borrower is to make case of a Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the “Required Payment”"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon (such interest to be, in the case of a Bank, the Federal Funds Rate and, in the case of a Borrower, as set forth in SECTION 3.2(A) hereof) in respect of each day during the period commencing on the date (the “"Advance Date”") such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for and, if such day. If such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided PROVIDED that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (ia) if If the Required Payment shall represent a payment to be made by the a Borrower to the Banks, the such Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of such Borrower under SECTION 3.2 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the such Borrower under Section 4.2 hereof said SECTION 3.2 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (iib) if If the Required Payment shall represent proceeds of a Loan to be made by the Banks to the a Borrower, such Borrower and the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at pursuant to the rate of interest provided for such Required Payment pursuant to specified in Section 4.2 3.2 hereof (andwithout duplication of the obligation of such Borrower under SECTION 3.2 hereof to pay interest on the Required Payment), in case it being understood that the return by such Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the such Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower Borrowers (each, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrowers) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the relevant Borrower (each, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it such Bank hereunder or (in the Borrower is to make case of any Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Datedate of demand therefor, then, retroactively to the Advance Datedate of demand therefor, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the any Borrower to the Banks, the such Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date date of demand therefor to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient recipient(s) shall return the Required Payment to the Administrative Agent, without limiting the obligation of the such Borrower under Section 4.2 3.02 hereof to pay interest to such recipient recipient(s) at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the any Borrower, the Payor and the such Borrower shall each be obligated retroactively to the Advance Date date of demand therefor to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 3.02 hereof (and, in case the such Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the such Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or any Bank has notified the Administrative Agent shall have been notified by a Bank or the Borrower (eachAgent, a “Payor”) prior to the time at which such Bank date any payment is to make payment to the Administrative Agent of the proceeds of a Loan required to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for hereunder, that the account of one Borrower or more of the Bankssuch Bank, as the case may be (be, will not make such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Payor does not intend to make the Required Payment to the Administrative Agentpayment, the Administrative Agent may assume that the Required Payment Borrower or such Bank, as the case may be, has been timely made such payment and may, in reliance upon such assumption may (but shall not be so required to), in reliance thereon, make the available a corresponding amount thereof available to the intended recipient on Person entitled thereto. If and to the extent that such date and, if the Payor has payment was not in fact made the Required Payment to the Administrative AgentAgent in immediately available funds, then: (i) if the recipient (whether a Borrower failed to make such payment, each Bank or the Borrower) of such payment made by the Administrative Agent shall, shall forthwith on demand, demand repay to the Administrative Agent the amount portion of such assumed payment that was made available to it such Bank in immediately available funds, together with interest thereon in respect of each day during the period commencing on from and including the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Bank to the date such amount is repaid to the Administrative Agent recovers in immediately available funds at the interest rate applicable to Floating Rate Loans; and (ii) if any Bank failed to make such payment, such Bank shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of the Federal Funds Rate for such dayand a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such recipient fails promptly to repay the Administrative Agent the Bank pays such amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting then such amount shall constitute such Bank’s Ratable Loan or Competitive Bid Loan, as the obligation of case may be, included in the Borrower under Section 4.2 hereof to applicable Advance. If such Bank does not pay interest to such recipient at amount forthwith upon the Post-Default Rate in respect of Administrative Agent’s demand therefor, the Required Payment); and (ii) if the Required Payment shall represent proceeds of Administrative Agent may make a Loan to be made by the Banks to demand therefor upon the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment amount to the Administrative Agent, without limiting together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Advance. Nothing herein shall be deemed to relieve any claim Bank from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against the Payor in respect any Bank as a result of any default by such Bank hereunder. A notice of the Required Payment)Administrative Agent to any Bank or the Borrower with respect to any amount owing under this Section 2.5.11 shall be conclusive, absent manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, shall have been notified by a Bank US$ Lender, US$-Canadian Lender, Multi-Currency Lender, Term Lender or the Borrower Company (each, a the “Payor”) prior to the time at date on which such Bank Lender is to make payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, of the proceeds of a Loan to be made by it hereunder or the Borrower Company is to make a payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, repay pay to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the amount made available to it 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 Administrative Agent to such recipient or the Multi-Currency Payment Agent, as the case may be, until the date the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If such recipient fails promptly to repay period or, in the case of an amount payable in a currency other than Dollars, the rate determined by the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days in its discretion of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the appropriate rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)interbank settlements.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at date on which such Bank it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the Borrower is to make case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receiptLenders, that such Payor it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date and, if assumption. If the Payor Borrower has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made shall, on demand by the Administrative Agent shall, on demandAgent, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If a Lender has not in fact made such recipient fails promptly payment to repay the Administrative Agent the amount received by itAgent, the Administrative Agent shall be entitled to recover (without duplication) such amount, corresponding amount on demand, demand from the Payor, such Lender together with interest as aforesaidthereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such date. If such Lender does not make such payment upon the Administrative Agent's demand therefor, provided that if neither the recipient nor Administrative Agent shall promptly notify the Payor Borrower, and the Borrower shall return the Required Payment immediately pay such amount to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay together with interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest thereon in respect of each day during the Required Payment at period commencing on the Post-Default Rate (and, in case the recipient shall return the Required Payment to date such amount was so made available by the Administrative Agent, without limiting Agent until the obligation of date the Borrower under Section 4.2 hereof to pay interest to Administrative Agent recovers such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment amount at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment applicable to the Administrative Agent, without limiting relevant Loan. Nothing in this SECTION 2.21 shall be deemed to relieve any claim 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 Payor in respect Loans provided to be made by it hereunder, regardless of the Required Payment)failure of any other Lender to fulfill its Commitment hereunder.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, shall have been notified by a Bank US$ Lender, US$-Canadian Lender, Multi-Currency Lender, Tranche A Term Lender, Tranche B Term Lender or the a Borrower (each, a “Payor”the "PAYOR") prior to the time at date on which such Bank Lender is to make payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the “Required Payment”"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, repay pay to the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, the amount made available to it 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 Administrative Agent to such recipient or the Multi-Currency Payment Agent, as the case may be, until the date the Administrative Agent or the Multi-Currency Payment Agent, as the case may be, recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If such recipient fails promptly to repay period or, in the case of an amount payable in a currency other than Dollars, the rate determined by the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days in its discretion of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the appropriate rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)interbank settlements.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank a Committed Rate Loan is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Committed Rate Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent at such time, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient Company a corresponding amount. If such amount is made available to the Administrative Agent on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Lender’s Commitment Percentage of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender’s Commitment Percentage of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. If such Lender’s Commitment Percentage is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum applicable to Alternate Base Rate Loans hereunder, on demand, from the Company. (b) Unless the Administrative Agent shall have been notified by the Company prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Company does not intend to make such payment, the Administrative Agent may assume that the Company has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date andan amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Payor Company has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with interest thereon in respect of each day during such Lender. If such amount is repaid to the period commencing Administrative Agent on a date after the date (the “Advance Date”) such amount was so made available to such Lender, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount made available to such Lender by the Administrative Agent pursuant to this paragraph (b), times (iii) a fraction, the numerator of which is the number of days that elapse from and including the date on which such amount was made available to such recipient until Lender to the date the Administrative Agent recovers on which such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment have been repaid to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor by such Lender and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment become immediately available to the Administrative Agent, without limiting Agent and the obligation denominator of which is 360. (c) A certificate of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Administrative Agent submitted to the Borrower, Company or any Lender with respect to any amount owing under this subsection shall be conclusive in the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect absence of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower Company (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Company) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Company to the BanksLenders, the Borrower Company and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of the Company under Section 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower Company under said Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); Payment and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the BorrowerCompany, the Payor and the Borrower Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the Borrower shall return by the Company of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower Company may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it hereunder such Lender or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the BanksLenders (any such payment, as the case may be (such payment being herein called the a “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption assumption, (but shall not be required to), ) make the amount thereof of such payment available to the intended recipient (or recipients) on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipients) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails (or recipients) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaidprovided above; provided, provided that if neither the recipient (or recipients) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient (or recipients) shall each be obligated to pay interest on the Required Payment as follows: (ia) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient (or recipients) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient (or recipients) shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof 3.02 to pay interest to such recipient (or recipients) at the Post-Default Rate in respect of the Required Payment); ) and (iib) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof 3.02 (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment, subject to Section 11.15).

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the ----- Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be ---------------- effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) -------- nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under said Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment); Payment and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the return by the Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the ----- Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be ---------------- effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) -------- nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under said Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment); andPayment and Credit Agreement ---------------- (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the return by the Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. (a) Unless the relevant Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at date on which such Bank it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the Borrower is to make case of such Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receiptLenders, that such Payor it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date andassumption. If such Lender or the Borrower, if as the Payor case may be, has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made shall, on demand by the Administrative Agent shall, on demandAgent, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. (b) The failure of any Lender to make the Loan to be made by it as part of any Advance shall not relieve any other Lender of its obligation hereunder to make its Loan on the date of such Advance, but no Lender, except as otherwise provided in the next sentence of this Section 2.19(b), shall be responsible for the failure of a Defaulting Lender to make the Loan to be made by such Defaulting Lender on the date of any Advance. If such recipient fails promptly Notwithstanding the foregoing sentence, but otherwise subject to repay the Administrative Agent the amount received by itterms and conditions of this Agreement, the Administrative Agent shall notify each Lender of the failure by a Defaulting Lender to make a Loan required to be entitled made by it hereunder (the amount not available being the "Unpaid Amount"), and each Lender shall immediately transfer to recover the Administrative Agent on such date the lesser of such Lender's proportionate share (without duplicationbased on its Commitment divided by the Commitments of all Lenders that have not so failed to fund their Loans) of the Unpaid Amount and its unused Commitment. Any such amount, transfer shall be deemed to be a Floating Rate Loan by such Lender. Each Defaulting Lender shall pay on demand, from demand to each other Lender that makes a payment under this Section 2.19(b) the Payoramount paid by such other Lender to cover such failure, together with interest as aforesaidthereon, provided that if neither for each day from the recipient nor date such payment was made until the Payor shall return the Required Payment date such other Lender has been paid such amount in full, at a rate per annum equal to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: Federal Funds Effective Rate plus two percent (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment2%).

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, in accordance with the terms hereof, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.12 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower Company (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Company) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Company to the BanksLenders, the Borrower Company and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of the Company under Section 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower Company under said Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks a Lender to the BorrowerCompany, the Payor and the Borrower Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the Borrower shall return by the Company of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower Company may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.12 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless ------------------------------------------------ the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the ----- Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be ---------------- effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day (it being understood that, in the event the Borrower is the recipient of such recipient fails payment, such interest shall be in lieu of any interest otherwise payable under Section 3.02) and, if such recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if -------- neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 hereof 3.02 to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment); , and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 hereof (and3.02 is applicable to the Type of such Loan, in case it being understood that the return by the Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the a Borrower (each, a the “Payor”) prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of a Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the a Borrower to the BanksLenders, the such Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of such Borrower under Section 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the such Borrower under said Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the a Borrower, the Payor and the such Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the return by such Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the such Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.14 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date on which any payment is due from the Borrower hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from presumed correct in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)demonstrable error.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank Lender is to make payment to the ----- Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the “"Required Payment”"), which notice ---------------- shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, (a) the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, repay pay to the Administrative Agent the amount made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itperiod, and (b) the Administrative Agent shall be entitled to recover (without duplication) offset against any and all sums to be paid to such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Daterecipient, the Payor and amount calculated in accordance with the recipient shall each be obligated to pay interest on the Required Payment as follows: foregoing clause (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Paymenta); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment).. ----------

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrowers a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, in accordance with the terms hereof, the Administrative Agent will promptly notify the Parent Borrower, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Parent Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrowers do not intend to make such payment, the Administrative Agent may assume that the Borrowers have made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrowers have not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Parent Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on applicable Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the applicable Borrower, and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the applicable Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the applicable Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the applicable Borrower, prior to the date on which any payment is due from any Borrower hereunder (which notice shall be effective upon receipt) that such Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if such Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent the submitted to any Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.12 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “Payor”) prior to the time at date on which such Bank notifying party is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan or a payment under the Direct Pay Letter of Credit or a Letter of Credit to be made by it hereunder or (in the case of the Borrower is to make or Waste Corporation Texas) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such Payor it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if such Lender or the Payor Borrower or Waste Corporation Texas (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until until, but excluding, the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate Rate, and for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itBorrower or Waste Corporation Texas as recipient, the Administrative Agent shall will be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment equal to the Administrative Agent within three Business Days of Base Rate plus the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified by received notice from a Bank Lender on (in the case of a Base Rate Advance) or the Borrower (each, a “Payor”) prior to (in the time at which case of a Eurocurrency Advance) the proposed date of any Revolving Advance that such Bank Lender will not make available to the Administrative Agent such Lender’s share of such Revolving Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.1 and 2.2, as applicable, and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Revolving Advance available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to make such Borrower to but excluding the date of payment to the Administrative Agent of Agent, at (i) in the proceeds case of a Loan payment to be made by it hereunder such Lender, the Compensation Rate and (ii) in the case of a payment to be made by such Borrower, the Base Rate. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower is the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Revolving Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Revolving Advance. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make a such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, Lenders hereunder that such Payor does Borrower will not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such Borrower has been made such payment on such date in accordance herewith and may, in reliance upon such assumption (but shall not be required to)assumption, make distribute to the Lenders the amount thereof available to the intended recipient on due. In such date andevent, if the Payor such Borrower has not in fact made such payment, then each of the Required Payment Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the recipient (whether a Bank or the Borrower) Compensation Rate. A notice of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount made available to it 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 Administrative Agent to any Lender or such recipient until the date the Administrative Agent recovers such Borrower with respect to any amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent owing under this clause (b) shall be entitled to recover (without duplication) such amountconclusive, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)absent manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, for purposes of this Section 4.06, a “Payor”) prior to the time at date on which such Bank Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Payor hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the a “Required Payment”), which notice shall be effective upon receipt, that such Payor does not intend to make the such Required Payment to the Administrative Agent, the Administrative Agent may assume that the such Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the such Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by from the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day. If such recipient fails promptly day in the case of payments returned to repay the Administrative Agent by any of the amount received Lenders or (b) the applicable interest rate due hereunder with respect to payments returned by itthe Borrower to the Administrative Agent and, if such recipient(s) shall fail to promptly make such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the such Payor, together with interest at the same rates as aforesaid, ; provided that if neither the recipient recipient(s) nor the such Payor shall return the Required Payment to the Administrative Agent within three one (1) Business Days Day (five (5) days in the case the Borrower is the Payor) of the Advance Date, then, retroactively to the Advance Date, the such Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksAdministrative Agent for the benefit of the Lenders, the Borrower and the recipient recipient(s) shall each be obligated to pay interest retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 hereof 3.02 to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment, and it being further understood that to the extent the Administrative Agent actually receives from the Borrower any such interest at the Post-Default Rate on such Required Payment, such amount so received shall be credited against the amount of interest (if any) payable by the applicable recipient(s); , and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the such Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at pursuant to whichever of the rate rates specified in Section 3.02 is applicable to the Type of interest provided for such Loan, it being understood that the return by the Borrower of the Required Payment to the Administrative Agent shall not limit any claim that the Borrower may have against such Payor in respect of such Required Payment pursuant and shall not relieve such Payor of any obligation it may have hereunder or under any other Loan Documents to Section 4.2 hereof (and, in case the Borrower and no advance by the Administrative Agent to the Borrower under this Section 4.06 shall return release any Lender of its obligation to fund such Loan except as set forth in the following sentence. If any such Lender shall thereafter advance any such Required Payment to the Administrative Agent, without limiting any claim together with interest on such Required Payment as provided herein, such Required Payment shall be deemed such Lender’s applicable Loan to the Borrower may have against and shall be advanced by the Payor in respect of Administrative Agent to the Borrower to the extent the Borrower has remitted the Required Payment)Payment and such interest to the Administrative Agent.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified in writing by a Bank any Lender or an Obligor (in each case, the Borrower (each, a “Payor”) prior before the date on which the Payor is to the time at which such Bank is make a Loan or extend credit pursuant to Section 2.3 or to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan the Loans to be made by it hereunder borrowed from such Lender under this Agreement or (in the Borrower is to make case of an Obligor) of a payment to the Administrative Agent for the account of one (1) or more of the Banks, as the case may be Lenders hereunder (any such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor does will not intend to make the its Required Payment to the Administrative AgentPayment, the Administrative Agent may assume that the Payor is making its Required Payment has been made available to the Administrative Agent and may, in reliance upon such assumption (but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient Lenders or the Borrower, as the case may be, a corresponding amount. If such amount is so advanced by the Administrative Agent but not made available by the Payor to the Administrative Agent by the required time on such date anddate, if then the Payor has not in fact made the Required Payment shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate: (a) in the recipient (whether case of a Bank or Lender, equal to the Borrower) of such payment made rate specified by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount made available to it together with interest thereon in respect as its cost of each day during the period commencing on the date (the “Advance Date”) funding of such amount was so made available by for the Administrative Agent to such recipient until applicable period, and (b) in the date the Administrative Agent recovers such amount at a rate per annum case of an Obligor, equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-applicable Default Rate (andRate, in each case the recipient shall return the Required Payment until such amount is paid in full (in immediately available U.S. Dollars) to the Administrative Agent, without limiting ; provided that the obligation foregoing should not apply to an extension of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Postcredit by a Non-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be Funding Lender made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to 2.3. A certificate of the Administrative Agent, without limiting Agent submitted to any claim Payor with respect to any amounts owing under this Section shall be conclusive in the Borrower may have against the Payor in respect absence of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “Payor”) prior to the time at by, and on the date on, which such Bank Payor is scheduled to make payment to the Administrative Agent of (in the proceeds case of a Loan Lender) a payment to be made by it hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Payor it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until but not including the date the Administrative Agent recovers such amount (the “Advance Period”) at a rate per annum equal to (a) if the recipient is the Borrower, the Base Rate in effect on such day and (b) if the recipient is a Lender, the Federal Funds Rate for in effect on such day. If ; and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that thereon for each day during the Advance Period at a rate per annum equal to (i) if neither the recipient nor the Payor shall return is the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance DateBorrower, the Payor and the recipient shall each be obligated to pay rate of interest payable on the Required Payment as follows: (iprovided in the second sentence of Section 3.02(a) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of Payor is a Loan Lender, during the period commencing on the date such amount was so made available to be made by but excluding the Banks to the Borrowerdate three Business Days following such date, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest Federal Funds Rate in respect of the Required Payment at the rate of interest provided for effect on such Required Payment pursuant to Section 4.2 hereof (day and, thereafter, the Base Rate in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)effect on such day.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Effective Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on applicable Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Company, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Company, prior to the date on which any payment is due from a Borrower hereunder (which notice shall be effective upon receipt) that the applicable Borrower does not intend to make such payment, the Administrative Agent may assume that the applicable Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the applicable Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Company or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.14 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless ------------------------------------------------ the Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Bank or the Borrower (each, a “Payor”) prior to the time at date on which such Bank it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or participation in any Facility LC or Swing Line Loan, or (ii) in the Borrower is to make case of the Borrower, a payment of principal, interest, Reimbursement Obligation, or fees to the Administrative Agent for the account of one the Lenders, LC Issuer, or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receiptSwing Line Lender, that such Payor it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date andassumption. If such Lender or the Borrower, if as the Payor case may be, has not in fact made the Required Payment such payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made shall, on demand by the Administrative Agent shall, on demandAgent, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of repayment by a Lender, LC Issuer, or the Swing Line Lender, the Federal Funds Effective Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and day or (ii) if in the Required Payment shall represent proceeds case of a Loan to be made repayment by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively interest rate applicable to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)relevant Loan or Reimbursement Obligation.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from the Borrower hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the a Borrower (each, either one as appropriate being the "Payor") (or by the Parent on behalf of a “Payor”Foreign Subsidiary Borrower) prior to the time at date on which such Bank Lender is to make payment hereunder to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the such Borrower is to make a payment to the Administrative Agent for the account of one or more of the BanksAgent, as the case may be (either such payment being herein called the “a "Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by (and, if such recipient is a Borrower and the Payor Lender fails to pay the amount thereof to the Administrative Agent forthwith upon demand, such Borrower) shall, on demand, repay to the Administrative Agent the amount made available to it together with interest thereon in respect of each day during for the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the Federal Funds Rate for case of a Borrower, the interest rate applicable at such day. If time to the applicable Loan, and (ii) in the case of such recipient fails promptly to repay Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in the amount received by it, the Administrative Agent relevant currency (which determination shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the conclusive absent manifest error). If a Lender makes a Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively pursuant to the Advance Dateimmediately preceding sentence and a Borrower shall have repaid such amount to the Administrative Agent pursuant to such sentence, the Payor and the recipient Administrative Agent shall each be obligated promptly return to pay interest on the Required Payment as follows: such Borrower any amount (iincluding interest) if the Required Payment shall represent a payment to be made paid by the such Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest Agent pursuant to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)sentence.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender, an Issuing Bank or the Company on behalf of any Borrower (each, a “Payor”) prior to the time at by, and on the date on, which such Bank Payor is scheduled to make payment to the Administrative Agent of (in the proceeds case of a Loan Lender or Issuing Bank) a payment to be made by it hereunder or (in the Borrower is to make case of any Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders or Issuing Banks hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Payor it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until but not including the date the Administrative Agent recovers such amount (the “Advance Period”) at a rate per annum equal to (a) if the recipient is a Borrower, the Base Rate in effect on such day and (b) if the recipient is a Lender or Issuing Bank, the Federal Funds Rate for in effect on such day. If ; and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that thereon for each day during the Advance Period at a rate per annum equal to (i) if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Dateis a Borrower, the Payor and the recipient shall each be obligated to pay rate of interest payable on the Required Payment as follows: (iprovided in the second sentence of Section 3.02(a) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of Payor is a Loan Lender or Issuing Bank, during the period commencing on the date such amount was so made available to be made by but excluding the Banks to the Borrowerdate three Business Days following such date, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest Federal Funds Rate in respect of the Required Payment at the rate of interest provided for effect on such Required Payment pursuant to Section 4.2 hereof (day and, thereafter, the Base Rate in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)effect on such day.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank date a Revolving Loan is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall pay by 3:00 P.M. the next Business Day such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itto, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment repaid to the Administrative Agent within three Business Days of two (2) days from the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be date such amount was made available by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation Federal Funds Rate and thereafter at a rate equal to the Alternate Base Rate. (c) A certificate of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Administrative Agent submitted to the Borrower, Borrower or any Lender with respect to any amount owing under this Section 2.12 shall be conclusive in the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect absence of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) , as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itto, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment repaid to the Administrative Agent within three Business Days of two (2) days from the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be date such amount was made available by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation Federal Funds Rate and thereafter at a rate equal to the Alternate Base Rate. (c) A certificate of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Administrative Agent submitted to the Borrower, Borrower or any Lender with respect to any amount owing under this Section 3.8 shall be conclusive in the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect absence of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent or (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows:: Credit Agreement (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under said Section 3.02 to the extent required thereunder to pay interest at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the return by the Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified in writing by a Bank Lender or the Borrower (each, a “Payor”) prior to the time at date on which such Bank Lender or the Borrower is scheduled to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one any or more all of the Banks, as the case may be Lenders hereunder (such payment being herein called the “referred to as a "Required Payment”"), which notice shall be effective upon actual receipt, that such Payor it does not intend to make the such Required Payment to the Administrative Agent, the Administrative Agent may (but shall not be required to) assume that the Required Payment has been made and may, in reliance upon such assumption may (but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient recipient(s) on such date and, if such Lender or the Payor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, or with respect to payment received by the Borrower, within three (3) Business Days after such receipt repay to the Administrative Agent for the Administrative Agent's own account the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day. If , with respect to interest paid by such recipient fails promptly Lender, or (b) the applicable rate provided under Section 1.04, with respect to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made paid by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the a Borrower (each, each a “"Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it such Bank hereunder or (in the Borrower is to make case of a Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has Five-Year Credit Agreement not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor recipient(s) shall fail to return, and the Payor shall return fail to make, the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the a Borrower to the Banks, the such Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient recipient(s) shall return the Required Payment to the Administrative Agent, without limiting the obligation of the such Borrower under Section 4.2 3.02 hereof to pay interest to such recipient recipient(s) at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the a Borrower, the Payor and the such Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 3.02 hereof (and, in case the such Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the such Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent or (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under said Section 3.02 to the extent required thereunder to pay interest at the Post-Default Rate in respect of the Required Payment); andand Credit Agreement (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the return by the Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting duplication of the obligation of the Borrower under Section 4.2 hereof 4.01 to pay interest on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Administrative Agent shall not limit such recipient obligation of the Borrower under said Section 4.01 to pay interest at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks a Lender to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 hereof (and4.01 is applicable to such Loan, in case it being understood that the return by the Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (each, a “Payor”the "PAYOR") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “Required Payment”"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”"ADVANCE DATE") such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided PROVIDED that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the CREDIT AGREEMENT Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient recipient(s) shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 3.02 hereof to pay interest to such recipient recipient(s) at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 3.02 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower (eachin either case, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of Borrower) a payment to the Administrative Agent for the account of one or more of the Banksany Lender hereunder (in either case, as the case may be (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day. If such recipient fails promptly day in the case of payments returned to repay the Administrative Agent by any of the amount received Lenders or (b) the applicable interest rate due hereunder with respect to payments returned by itBorrower to the Administrative Agent and, if such recipient(s) shall fail promptly to make such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor shall return the Required Payment to the Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (ia) if the Required Payment shall represent a payment to be made by the Borrower to the BanksLenders, the Borrower and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of Borrower under Section 2.2 to pay interest on the Required Payment at the Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower under Section 4.2 hereof 2.2 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); , and (iib) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 hereof (and2.2 is applicable to the Type of such Loan, in case it being understood that the return by Borrower shall return of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank Lender or the Borrower Company (each, a “the "Payor”") prior to the time at date on which such Bank Lender is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it hereunder (or the Borrower payment of any amount by such Lender to reimburse JPMorgan Chase for a drawing under any Letter of Credit) or the Company is to make a payment to the Administrative Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by (or, if such recipient is the beneficiary of a Letter of Credit, the Company and, if the Company fails to pay the amount thereof to the Administrative Agent forthwith upon demand, the Lenders ratably in proportion to their respective Working Capital Percentages) shall, on demand, repay pay to the Administrative Agent the amount made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers receives such amount at a rate per annum equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)period.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Bank Lender or the Borrower Company (each, a “the "Payor”") prior to the time at date on which such Bank the Payor is to make payment to the ----- Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it such Lender hereunder or (in the Borrower is to make case of the Company) a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be ---------------- effective upon receipt, that such the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment made by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it 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 Administrative Agent to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day. If day and, if such recipient fails recipient(s) shall fail promptly to repay the Administrative Agent the amount received by itmake such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with interest as aforesaid, provided that if neither the recipient recipient(s) -------- nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower Company to the BanksLenders, the Borrower Company and the recipient recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (andwithout duplication of the obligation of the Company under Section 3.02 hereof to pay interest on the Required Payment at the Post-Default Rate), in case it being understood that the recipient shall return by the recipient(s) of the Required Payment to the Administrative Agent, without limiting the Agent shall not limit such obligation of the Borrower Company under said Section 4.2 hereof 3.02 to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); , and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks Lenders to the BorrowerCompany, the Payor and the Borrower Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to whichever of the rates specified in Section 4.2 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the Borrower shall return by the Company of the Required Payment to the Administrative Agent, without limiting Agent shall not limit any claim the Borrower Company may have against the Payor in respect of the such Required Payment).. Credit Agreement ---------------- -42-

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent of the proceeds of date a Loan is to be made by it hereunder or the Borrower is to make a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be such Lender (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, ) that such Payor Lender does not intend to make the Required Payment proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient on applicable Borrower a corresponding amount. If such date and, if the Payor has corresponding amount is not in fact made the Required Payment available to the Administrative Agent, the recipient (whether a Bank Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Company, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower) Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such payment corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (b) Unless the Administrative Agent shall have been notified in writing by the Company, prior to the date on which any payment is due from a Borrower hereunder (which notice shall be effective upon receipt) that the applicable Borrower does not intend to make such payment, the Administrative Agent may assume that the applicable Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the applicable Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to it together with such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the “Advance Date”) such amount was so made available by the Administrative Agent to such recipient until Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day. If such recipient fails promptly to repay Effective Rate. (c) A certificate of the Administrative Agent submitted to the Company or any Lender with respect to any amount received by it, the Administrative Agent owing under this Section 2.13 shall be entitled to recover (without duplication) such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Borrower to the Banks, the Borrower and the recipient shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 4.2 hereof to pay interest to such recipient at the Post-Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Banks to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 4.2 hereof (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment)manifest error.