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:

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 which such Bank it is scheduled to make payment to the Administrative Agent on behalf of the Lenders 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 been, or will be, 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 payment by a Lender, the Federal Funds Effective Rate for such dayday or (ii) in the case of payment by the Borrower, the interest rate applicable to the relevant Class and Type of Loan. If such recipient fails promptly to repay the Administrative Agent the Lender so repays such amount received by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the Payor, together with and interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment thereon to the Administrative Agent within three one Business Days of the Advance DateDay after such demand, then, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay all interest accruing on the Required Payment as follows:Loan not funded by such Lender during such period shall be payable to such Lender when received from the Borrower.

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:relevant Loan.

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:

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:

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”"), 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:Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank the Lenders 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 the Lenders) 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 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 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 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:.

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 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 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 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:Applicable Margin.

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:

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:

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 a Bank or 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 Borrower) of such payment made by Administrative Agent’s demand therefor, the Administrative Agent shallwill promptly notify the Borrower, on demand, repay and the Borrower shall immediately pay such corresponding amount to the Administrative Agent and any such payment by the Borrower shall not constitute a 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 made available to it together with interest thereon in respect of each day during the period commencing on from the date (the “Advance Date”) such corresponding amount was so made available by the Administrative Agent to such recipient until the Borrower to the date such corresponding amount is recovered by the Administrative Agent recovers such amount at a rate 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 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:Rate.

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”), 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 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:Applicable Margin.

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:

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:

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:appropriate rate for interbank settlements.

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:

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:

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:

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 Lender is to make payment to the Administrative Agent of the proceeds of a Loan an Advance to be made by it hereunder or the a 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, 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 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:period.

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:

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 a Bank or 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 Borrower) of such payment made by Administrative Agent’s demand therefor, the Administrative Agent shallwill promptly notify the Borrower, on demand, repay and the Borrower shall immediately pay such corresponding amount to the Administrative Agent and any such payment by the Borrower shall not constitute a 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 made available to it together with interest thereon in respect of each day during the period commencing on from the date (the “Advance Date”) such corresponding amount was so made available by the Administrative Agent to such recipient until the Borrower to the date such corresponding amount is recovered by the Administrative Agent recovers such amount at a rate 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 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:Rate.

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 is to Lender will not make payment available to the Administrative Agent such Lender’s share 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 AgentRevolving Advance, the Administrative Agent may assume that the Required Payment such Lender has been 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 (but shall not be required to)assumption, make the amount thereof available to the intended recipient on applicable Borrower a corresponding amount. In such date andevent, if the Payor a Lender has not in fact made its share of the Required Payment applicable Revolving Advance available to the Administrative Agent, then the recipient (whether a Bank or applicable Lender and the Borrower) of such payment made by the Administrative Agent shall, on demand, repay 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 it together with interest thereon in respect of each day during the period commencing on such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the “Advance Date”case of a payment to be made by such Lender, the Compensation Rate and (ii) in the case of a payment to be made by such amount was so made available by Borrower, the Base Rate. If such Borrower and such Lender shall pay such interest to the Administrative Agent to such recipient until for 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 itsame or an overlapping period, the Administrative Agent shall be entitled promptly remit to recover (without duplication) such amount, on demand, from Borrower the Payor, together with amount of such interest as aforesaid, provided that if neither paid by such Borrower for such period. If such Lender pays its share of the recipient nor the Payor shall return the Required Payment applicable Revolving Advance to the Administrative Agent within three Business Days of Agent, then the Advance Date, then, retroactively 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 such payment to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:Administrative Agent.

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:

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:

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:

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 applicable Borrower until the date (the “Advance Date”) such amount was so made available by is repaid to the Administrative Agent, (i) in the case of a Borrower, one Business Day after the 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 at the interest rate applicable at the time to Advances comprising such recipient until Borrowing, and (ii) in the date the Administrative Agent recovers case of such amount Bank, forthwith upon demand, with interest at a rate per annum equal to the Federal Funds Rate for such dayRate. If such recipient fails promptly to Bank shall 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 such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement. The failure of any Bank to make the Advance Dateto be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, thenif any, retroactively hereunder to make its Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance Date, the Payor and the recipient shall each to be obligated to pay interest made by such other Bank on the Required Payment as follows:date of any Borrowing.

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:

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:

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 shallas its cost of funding of such amount for the applicable period, on demandand (b) in the case of an Obligor, repay equal to the then-applicable Default Rate, in each case until such amount is paid in full (in immediately available U.S. Dollars) to the Administrative Agent Agent; provided that the amount foregoing should not apply to an extension of credit by a Non-Funding Lender made available pursuant to it together with interest thereon in respect Section 2.3. A certificate of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Administrative Agent submitted to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal any Payor with respect 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 any amounts 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: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 DateAgent, thenthen such amount shall constitute such Lender’s Loan, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:if applicable.

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:Applicable Margin.

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 (a) in the case of a Lender, the proceeds of a Loan to be made by it hereunder Loan, or (b) 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 Lenders 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 any Lender has not in fact made such recipient fails promptly payment to the Administrative Agent, such Lender or the Borrower shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount received so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from until the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to date the Administrative Agent within three Business Days recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Advance DateFederal Funds Effective Rate for such day, thenor (b) in the case of payment by the Borrower, retroactively the interest rate applicable to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:relevant Loan.

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:Applicable Margin.

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 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 Administrative Agent the amount may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by it, the Administrative Agent shall be entitled for the account of such Lender and for the benefit of the Administrative Agent, the Swing Line Lender or the LC Issuer to recover satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (without duplicationii) hold any such amountamounts in a segregated account as cash collateral for, on demandand application to, from any future funding obligations of such Lender under such Sections; in the Payorcase of each of (i) and (ii) above, together with interest in any order as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to determined by 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:in its discretion.

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 (a). ----------

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:

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:provided in the second sentence of Section 3.02(a) and (ii) if the Payor is a Lender, during the period commencing on the date such amount was so made available to but excluding the date three Business Days following such date, the Federal Funds Rate in effect on such day and, thereafter, the Base Rate in effect on such day.

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 together with interest thereon in respect of each day during the Advance Date, then, retroactively 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 the rate applicable to the Advance Daterelevant Loan. Nothing in this SECTION 2.21 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder, the Payor and the recipient each Lender shall each be obligated to pay interest on make the Required Payment as follows:Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its Commitment hereunder.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified by received notice from a Bank or the Borrower (each, a “Payor”) Lender 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 provide funds to the Administrative Agent for the account of one or more of the Banks, as the case may a Revolving Loan under such Lender's Commitment (including Revolving Loans required to be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, made under Section 2.1.4.(b) hereof) that such Payor does Lender will not intend to make the Required Payment available to the Administrative AgentAgent such funds, the Administrative Agent may assume that such Lender has made such funds available to the Required Payment has been made Administrative Agent on such date, and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption (but shall not be required to)assumption, make the amount thereof available to the intended recipient Borrower on such date and, if a corresponding amount. If and to the Payor has extent such Lender shall not in fact have so made the Required Payment such funds available to the Administrative Agent, the recipient such Lender (whether a Bank or the Borrower"Defaulting Lender") of such payment made by the Administrative Agent shall, on demand, agrees to repay to the Administrative Agent forthwith on demand 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 Borrower until the date (the “Advance Date”) such amount was so made available by is repaid to the Administrative Agent, at the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent to such recipient until the date the Administrative Agent recovers corresponding amount, such amount at a rate per annum equal to the Federal Funds Rate so repaid shall constitute such Lender's Revolving Loan under its Commitment for such daypurposes of this Agreement. If such recipient fails promptly to repay Lender does not pay such corresponding amount forthwith upon the Administrative Agent the amount received by itAgent's demand therefor, the Administrative Agent shall be entitled to recover all interest earned thereon or Fees earned in respect thereof through the date of the payment of any such amount by such Lender. A Defaulting Lender (without duplicationregardless of whether such Lender serves as the Administrative Agent) such amountshall be deemed to have assigned to the extent of the delinquency any and all payments due to it from Borrower, whether on demandaccount of outstanding Loans, from interest, fees or otherwise, to the Payorremaining Non-Defaulting Lenders for application to, together with interest as aforesaidand reduction of, provided that if neither the recipient nor the Payor shall return the Required Payment to their respective pro rata shares of all outstanding Loans. The Defaulting Lender hereby authorizes the Administrative Agent within three Business Days to distribute such payments to the Non-Defaulting Lenders in proportion to their respective pro rata shares of all outstanding Loans. A Defaulting Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the Advance Dateassigned payments to all outstanding Loans of the Non-Defaulting Lenders, then, retroactively the Lenders' respective pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:nonpayment causing such delinquency.

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 "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:Applicable Margin.

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:appropriate rate for interbank settlements.

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:appropriate rate for interbank settlements.

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 Credit Agreement 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:provided in the second sentence of Section 3.02(a) and (ii) if the Payor is a Lender or Issuing Bank, during the period commencing on the date such amount was so made available to but excluding the date three Business Days following such date, the Federal Funds Rate in effect on such day and, thereafter, the Base Rate in effect on such day.

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):

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 Administrative Agent shall promptly return to such Borrower any amount (including interest) paid by such Borrower to the recipient shall each be obligated Administrative Agent pursuant to pay interest on the Required Payment as follows:such sentence.

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 day or (ii) in the Administrative Agent case of repayment by the amount received by itBorrower, 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 or Reimbursement Obligation.

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 Credit Agreement ---------------- 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:

Non-Receipt of Funds by the Administrative Agent. Unless the Reimbursement Obligor 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 proceeds case of a Loan to be made by it hereunder Lender, its Percentage of an Advance or (ii) in the Borrower is to make case of the Reimbursement Obligor, 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 Reimbursement Obligor 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 Reimbursement Obligor, and the Reimbursement Obligor shall return the Required Payment immediately pay such amount to the Administrative Agent within three Business Days together with interest thereon in respect of each day during the Advance Dateperiod commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at the CBR Rate. Nothing in this SECTION 2.15 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Obligations hereunder or to prejudice any rights which the Reimbursement Obligor 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 fund its Percentage of an Advance, then, retroactively to the Advance Date, the Payor and the recipient each Lender shall each be obligated to pay interest on fund its Percentage of an Advance provided to be made by it hereunder, regardless of the Required Payment as follows:failure of any other Lender to fund its Percentage.

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 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, then the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment (but without duplication) as follows:

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 but not including the date the Administrative Agent recovers such amount at a Credit Agreement ---------------- rate per annum equal to the greater of (a) the Federal Funds Rate for such day. If such recipient fails promptly to repay day and (b) a rate determined by the Administrative Agent the amount received by itin accordance with banking industry rules on interbank compensation 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 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:

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 Credit Agreement ---------------- 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:

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

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”) Lender prior to the time at which such Bank is to make payment to the Administrative Agent date 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 any proposed Advance (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 Advance 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 to the Administrative Agent, the recipient (whether a Bank or the Borrower) of such payment made by the Administrative Agent shall, on demand, repay available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such amount made available on demand from such Lender (or, if such Lender fails to it pay such amount forthwith upon such demand, from the Borrower) 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 to the Administrative Agent to such recipient until Borrower and ending on (but excluding) the date the Administrative Agent recovers receives such amount from (a) the Lender, at a rate per annum rate equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate Rate, or (b) the Borrower, at the per annum rate applicable at the time to such Advance. No Lender shall be liable for such dayany other Lender's failure to fund an Advance hereunder. If such recipient fails promptly The failure or refusal by any Lender to repay make available to the Administrative Agent the amount received by it, the Administrative Agent proceeds of any Advance shall be entitled not relieve any Lender from its several obligation hereunder 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 make its Applicable Specified Percentage of any requested Advance available 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:Agent.

Non-Receipt of Funds by the Administrative Agent. (a) 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 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 payment, 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 recipients 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 Borrower) recipients 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 “"Administrative Agent Advance Date”") such amount was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount amount, at a rate per annum equal to the Federal Funds Rate for such day. If ; and, if such recipient fails 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 aforesaid, provided that if neither the recipient recipients nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of such demand from the Advance DateAdministrative Agent, then, retroactively to the Administrative Agent Advance Date, the Payor and the recipient recipients shall each be obligated to pay interest on the Required Payment as follows:

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Bank Lender or the any 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 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 to, for each of the first three days following the date such amount was made available by the Administrative Agent, the Federal Funds Rate for such day. If , and following such recipient fails three day period, the interest rate applicable to the Loans corresponding to such amount, 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 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:.

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:

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 or the Canadian Borrower, as applicable, 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 or 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 Borrower) of such payment made by Administrative Agent's demand therefor, the Administrative Agent shallwill promptly notify the Borrower, on demandand the Borrower or the Canadian Borrower, repay as applicable, shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender, the Borrower or the Canadian Borrower, as the case may be, interest on such corresponding amount made available to it together with interest thereon in respect of each day during the period commencing on from the date (the “Advance Date”) such corresponding amount was so made available by the Administrative Agent to such recipient until the Borrower or the Canadian Borrower to the date such corresponding amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to (i) from the Borrower or the Canadian 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 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:Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the 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 the 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 Bridge Credit Agreement ----------------------- 24 -20- 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:

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 (provided, that such notice may be given up to 1:00 p.m. (New York time) on the date of Borrowing in the case of Domestic Rate Loans and Stated Rate Bid Loans), or a participation in a Letter of Credit drawing to be acquired by 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 daythe first three Business Days after the Advance Date and thereafter at the rate of interest applicable to past due Domestic Rate Loans. If such recipient fails The Administrative Agent shall promptly remit to repay the Banks payments received from the Company in like funds as so received from the Company and in the event that the Administrative Agent receives any payment for the amount received by itaccount of the Company on or prior to the time when such payment is required to be made hereunder on a given day, and fails to remit same to the Banks entitled thereto on the date of receipt, the Administrative Agent shall be entitled pay interest thereon to recover (without duplication) such amount, on demand, the Banks from the Payor, together with interest as aforesaid, provided that if neither date of receipt to (but excluding) the recipient nor the Payor shall return the Required Payment to date the Administrative Agent within three Business Days of the Advance Date, then, retroactively remits such payment at a rate per annum equal to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:Federal Funds Rate.

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 in- tend 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 dur- ing 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 DateAgent, thenthen such amount shall constitute such Lender’s Loan, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:if applicable.

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 Credit Agreement ---------------- 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:

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”) Company prior to the time at date on which such Bank the Company 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 Lenders hereunder (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such Payor the Company 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 Company 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 PayorCompany, together with interest as aforesaid, provided that if neither the recipient recipient(s) nor the Payor Company 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 Company and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment. If the Required Payment as follows:shall represent a payment to be made by the Company to the Lenders, the Company and the 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(s) shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post Default Rate 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 Amended and Restated Credit Agreement during the period commencing on the date (the “"Advance Date”) such 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:

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 Advance that such Bank is to Lender will not make payment available to the Administrative Agent such Lender’s share 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 AgentAdvance, the Administrative Agent may assume that the Required Payment such Lender has been 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 (but shall not be required to)assumption, make the amount thereof available to the intended recipient on applicable Borrower a corresponding amount. In such date andevent, if the Payor a Lender has not in fact made its share of the Required Payment applicable Advance available to the Administrative Agent, then the recipient (whether a Bank or applicable Lender and the Borrower) of such payment made by the Administrative Agent shall, on demand, repay 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 it together with interest thereon in respect of each day during the period commencing on Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the “Advance Date”case of a payment to be made by such Lender, the Overnight Rate and (ii) in the case of a payment to be made by the Borrower, the Base Rate. If the Borrower and such amount was so made available by Lender shall pay such interest to the Administrative Agent to such recipient until for 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 itsame or an overlapping period, the Administrative Agent shall be entitled promptly remit to recover (without duplication) the Borrower the amount of such amount, on demand, from interest paid by the Payor, together with interest as aforesaid, provided that if neither Borrower for such period. If such Lender pays its share of the recipient nor the Payor shall return the Required Payment applicable Advance to the Administrative Agent within three Business Days of Agent, then the Advance Date, then, retroactively amount so paid shall constitute such Lender’s Loan included in such Advance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:Administrative Agent.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified in writing by a any Bank or the Borrower (each, a “"Payor”") prior to the time at date on which such Bank the Payor is to make payment to the Administrative Agent (in the case of a Bank) of the proceeds of a the Loan to be made by it such Bank hereunder or (in the Borrower is to make case of the Borrower) of a payment to the Administrative Agent for the account of one or more of the Banks, as the case may be Banks hereunder (any such payment being herein called the “"Required Payment”), which notice shall be effective upon receipt, ") that such the Payor does will not intend to make the Required Payment to the Administrative AgentPayment, the Administrative Agent may assume that the Payor is timely making the Required Payment has been made and mayavailable to the Administrative Agent and, in reliance upon such assumption (but shall not be required to)assumption, make the amount thereof available to the intended recipient Banks or the Borrower, as the case may be, a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on such date and(the "Advance Date"), if such Bank and the Payor has not in fact made the Required Payment Borrower severally agree to pay 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 such amount made available to it together with interest thereon at (i) in respect the case 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 Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 3.02(b) hereof for the period from the Advance Date until paid in full and (ii) in the case of such dayBank, the Federal Funds Rate. If such recipient fails promptly Bank pays such amount to repay the Administrative Agent, then such amount (not including any interest accrued thereon to the date of such prepayment) shall constitute such Bank's Loan. A certificate of the Administrative Agent the amount received by it, the Administrative Agent submitted to any Payor with respect to any amounts 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 absence of manifest error. If a Required Payment is not made available to the Administrative Agent by such Payor or the recipient(s) within three Business Days of the Advance Date, thenthe Administrative Credit Agreement Agent shall also be entitled to recover such amount on demand from such Bank and the Borrower severally, together with interest thereon retroactively to the Advance Date, Date at (i) the Payor and the recipient shall each be obligated to pay interest on Post-Default Rate if the Required Payment as follows:represents a payment to be made by the Borrower to the Banks (without duplication of the obligation of the Borrower under Section 3.02 hereof) and (ii) the Federal Funds Rate if the Required Payment represents proceeds of the Loan to be made by the Payor to the Borrower.

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 Credit Agreement 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:

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”), 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 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 Borrower 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 DateAgent, thenthen such amount shall constitute such Lender’s Loan, retroactively to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:if applicable.

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 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, then the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment as follows:

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 or any payment by such Lender pursuant to be made by it hereunder Sections 2.1(a)(iv), 2.1(b)(iii) or 2.1(c)(iv), 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 dayday or such other rate which is customary for the settlement of overnight interbank transactions in the currency of such payment, or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. If such recipient fails promptly With respect to repay Multicurrency Advances, a payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before that date, taken all relevant steps to make that payment. With respect to the payment of any amount received by itdenominated in Euro, the Administrative Agent shall not be entitled liable to recover (without duplication) such amountany Borrower or any of the Lenders in any way whatsoever for any delay, on demandor the consequences of any delay, from in the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent within three Business Days if the Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of the Advance Datesuch amount in immediately available, thenfreely transferable, retroactively cleared funds in Euros to the Advance Dateaccount with the bank in the principal financial center in the Participating Member State which the relevant Borrower or, as the Payor and the recipient case may be, any Lender shall each be obligated to pay interest on the Required Payment as follows:have specified for such purpose. In this Section 2.19, "

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:

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the Company on behalf of any Borrower (each, a “Payor”"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 case of a Bank) the proceeds of a Loan 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 Banks 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 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 Federal Funds Rate for such day. If such recipient fails promptly to repay the Administrative Agent the amount received by itis a Borrower, the Administrative Agent shall be entitled to recover (without duplication) Base Rate in effect on 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:day and

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified by received notice from a Bank or Lender on (in the Borrower (eachcase of a Base Rate Advance, a “Payor”Same Day Dollar Advance or a Tranche B Same Day Multi-Currency Advance) or prior to (in the time at which case of a Eurocurrency Rate Advance) the proposed date of any Revolving Advance that such Bank is to Lender will not make payment available to the Administrative Agent such Xxxxxx’s share 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 AgentRevolving Advance, the Administrative Agent may assume that the Required Payment such Lender has been 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 (but shall not be required to)assumption, make the amount thereof available to the intended recipient on applicable Borrower a corresponding amount. In such date andevent, if the Payor a Lender has not in fact made its share of the Required Payment applicable Revolving Advance available to the Administrative Agent, then the recipient (whether a Bank or applicable Lender and the Borrower) of such payment made by the Administrative Agent shall, on demand, repay 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 it together with interest thereon in respect of each day during the period commencing on such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the “Advance Date”case of a payment to be made by such Lender, the Compensation Rate and (ii) in the case of a payment to be made by such amount was so made available by Borrower, the rate of interest applicable to such Revolving Advance. If such Borrower and such Lender shall pay such interest to the Administrative Agent to such recipient until for 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 itsame or an overlapping period, the Administrative Agent shall be entitled promptly remit to recover (without duplication) such amount, on demand, from Borrower the Payor, together with amount of such interest as aforesaid, provided that if neither paid by such Borrower for such period. If such Lender pays its share of the recipient nor the Payor shall return the Required Payment applicable Revolving Advance to the Administrative Agent within three Business Days of Agent, then the Advance Date, then, retroactively 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 such payment to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:Administrative Agent.

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 proceeds of a drawing to be paid by such Lender under any Syndicated Letter of Credit or the payment of any amount by such Lender to reimburse Chase for a drawing under any Participation 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:period.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified by received notice from a Bank or the Borrower (each, a “Payor”) Lender 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 provide funds to the Administrative Agent for the account of one a Loan under such Lender's Revolving Loan Commitment or more of the BanksTerm Loan Commitment, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receiptbe, that such Payor does Lender will not intend to make the Required Payment available to the Administrative AgentAgent such funds, the Administrative Agent may assume that such Lender has made such funds available to the Required Payment has been made Administrative Agent on such date, and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption (but shall not be required to)assumption, make the amount thereof available to the intended recipient Borrower on such date and, if a corresponding amount. If and to the Payor has extent such Lender shall not in fact have so made the Required Payment such funds available to the Administrative Agent, the recipient such Lender (whether a Bank or the Borrower"Defaulting Lender") of such payment made by the Administrative Agent shall, on demand, agrees to repay to the Administrative Agent forthwith on demand 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 Borrower until the date (the “Advance Date”) such amount was so made available by is repaid to the Administrative Agent, at the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent to such recipient until the date the Administrative Agent recovers corresponding amount, such amount at a rate per annum equal to so repaid shall constitute such Lender's Loan under its Revolving Loan Commitment or Term Loan Commitment, as the Federal Funds Rate case may be, for such daypurposes of this Agreement. If such recipient fails promptly to repay Lender does not pay such corresponding amount forthwith upon the Administrative Agent the amount received by itAgent's demand therefor, the Administrative Agent shall be entitled to recover all interest earned thereon or Fees earned in respect thereof through the date of the payment of any such amount by such Lender. A Defaulting Lender (without duplicationregardless of whether such Lender serves as the Administrative Agent) shall be deemed to have assigned to the extent of the delinquency any and all payments due to it from Borrower in respect of such amountLender's Revolving Loan Commitment or Term Loan Commitment, as the case may be, whether on demandaccount of outstanding Loans, from interest, fees or otherwise, to the Payorremaining Non-Defaulting Lenders for application to, together with interest as aforesaidand reduction of, provided that if neither their respective PRO RATA shares of all outstanding Loans of the recipient nor the Payor shall return the Required Payment to Class at issue. The Defaulting Lender hereby authorizes the Administrative Agent within three Business Days to distribute such payments to the Non-Defaulting Lenders of the Advance DateClass at issue in proportion to their respective PRO RATA shares of all outstanding Loans of such Class. A Defaulting Lender shall be deemed to have satisfied in full a delinquency when and if, thenas a result of application of the assigned payments to all outstanding Loans of the Non-Defaulting Lenders of the Class at issue, retroactively the Lenders' respective PRO RATA shares of all outstanding Loans of such Class have returned to those in effect immediately prior to such delinquency and without giving effect to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:nonpayment causing such delinquency.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified in writing by a Bank or the Borrower (each, a “Payor”) Company prior to the time at date on which such Bank the Company is required hereunder to make any payment or prepayment relating 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 Lenders (such payment being herein called the “"Required Payment”"), which notice shall be effective upon receipt, that such Payor the Company does not intend to make the Required Payment to the Administrative AgentPayment, the Administrative Agent may assume that the Required Payment has been is being made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient Lenders their respective pro rata shares of a corresponding amount on such date and, if the Payor has not in fact made the date. If such Required Payment is not made to the Administrative AgentAgent as and when due, the recipient (whether a Bank or the Borrowerrecipient(s) of such payment any amount made available by the Administrative Agent shall, on demand, repay to the Administrative Agent the amount so made available to it available, together with interest thereon in respect of each day during the period thereon, commencing on the date (the “"Advance Date”") such amount first was so made available by the Administrative Agent to such recipient until the date the Administrative Agent recovers such amount amount, at a rate per annum equal to the Federal Funds Regular Rate for each day that any portion of such dayamount remains unrepaid. If such recipient fails recipient(s) shall fail to promptly to repay the Administrative Agent the amount received by itreturn such payment, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from the PayorCompany, together with interest as aforesaid; provided, provided however, that if neither the recipient -------- ------- recipient(s) nor the Payor Company 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 Company and the recipient recipient(s) shall each be obligated to pay interest on in respect of the Required Payment as follows: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 obligation of the Company to pay interest at the Post-Default Rate in respect of the 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 (in the Borrower is to make case of 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 ---------------- -45- 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 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:follows (without double recovery):

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:

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, then the recipient applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower to but excluding the date of payment to the Administrative Agent, at (whether i) in the case of a Bank or payment to be made by such Lender, the Borrower) greater of such payment made the Federal Funds Effective Rate and a rate determined by the Administrative Agent shallin accordance with banking industry rules on interbank compensation, on demandand (ii) in the case of a payment to be made by the Borrowers, repay the interest rate applicable to Alternate Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for 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 itsame or an overlapping period, the Administrative Agent shall be entitled promptly remit to recover (without duplication) the Borrowers the amount of such amount, on demand, from interest paid by the Payor, together with interest as aforesaid, provided that if neither Borrowers for such period. If such Lender pays its share of the recipient nor the Payor shall return the Required Payment applicable Extension of Credit to the Administrative Agent within three Business Days of Agent, then the Advance Date, then, retroactively amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:Administrative Agent.

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 Credit Agreement 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, then the Payor and the recipient recipient(s) shall each be obligated to pay interest on the Required Payment (but without duplication) as follows:

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Bank or the any 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 any 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 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 but not including AMENDED AND RESTATED CREDIT AGREEMENT the date the Administrative Agent recovers such amount at a rate per annum equal to the greater of (a) the Federal Funds Rate for such day. If such recipient fails promptly to repay day and (b) a rate determined by the Administrative Agent the amount received by itin accordance with banking industry rules on interbank compensation 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 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:

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 or 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 1.03, with respect to repay interest paid 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 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:Borrower.

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 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:

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 date on which such Bank it is scheduled to make payment to the Administrative Agent of (in the case of a Bank) 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 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 receiptreceipt by the Administrative Agent, 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 on such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if the Payor such Bank has not in fact made made, or the Borrower (as the case may be) does not make, the Required Payment to the Administrative AgentAgent by the close of business on the date due, 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 and including 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 annum, equal to (1) in the Federal Funds Rate case of the Borrower, the Base Rate, and (2) in the case of a Bank, the Administrative Agent’s cost of overnight funds, in each case for each day such dayamount was made available by the Administrative Agent. If such recipient fails promptly Notwithstanding anything in this Agreement to repay the contrary, in no event shall the Administrative Agent be obligated to make any Loan to the amount received by it, Borrower to the Administrative Agent shall be entitled extent a Bank has failed to recover (without duplication) first remit its Pro-Rata Share 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 Loan 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:Agent.

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 “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 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”"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 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):

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified noti- fied 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 Credit Agreement 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 receiptre- ceipt, that such the Payor does not intend to make the Required Payment Pay- ment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance re- liance 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 Re- quired 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:

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 (in the Borrower is to make case of 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, 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 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:follows (without double recovery):

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:

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:

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 together with interest thereon in respect of each day during the Advance Date, then, retroactively 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 the rate applicable to the Advance Daterelevant Loan. Nothing in this Section 2.21 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder, the Payor and the recipient each Lender shall each be obligated to pay interest on make the Required Payment as follows:Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its Commitment hereunder.

Non-Receipt of Funds by the 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 Credit Agreement 55 - 50 - 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:

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:

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”) Company prior to the time at date (or with respect to Alternate Base Rate Loans by a Bank, prior to the time) on which such Bank it is scheduled to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it 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 receiptreceipt by the Administrative Agent, 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 Bank or the Payor Company (as the case may be) has not in fact made the Required Payment to the Administrative AgentAgent by the close of business on the date due, 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 and including 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 less 0.50% per annum for each such day. If such recipient fails promptly any Bank shall fail to repay make any payment required to be made by it as and when required under this Agreement or otherwise be a Defaulting Lender, then the Administrative Agent the amount may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by it, the Administrative Agent shall be entitled to recover (without duplication) for the account of such amount, on demand, from Bank for the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to benefit of the Administrative Agent within three Business Days or the Company to satisfy such Bank’s obligations (including unfunded Loans) to such Person hereunder until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank hereunder in the Advance Datecase of each of clauses (i) and (ii) above, then, retroactively to in any order as determined by the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:Administrative Agent in its discretion.

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 the 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:

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 (a) in the case of a Lender, the proceeds of a Loan to be made by it hereunder Loan, or (b) 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 Lenders 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 each such day. If any Lender has not in fact made such recipient fails promptly payment to the Administrative Agent, such Lender or the Borrower shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount received so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by it, the Administrative Agent shall be entitled to recover (without duplication) such amount, on demand, from until the Payor, together with interest as aforesaid, provided that if neither the recipient nor the Payor shall return the Required Payment to date the Administrative Agent within three Business Days recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Advance DateFederal Funds Effective Rate for each such day, thenor (b) in the case of payment by the Borrower, retroactively the interest rate applicable to the Advance Date, the Payor and the recipient shall each be obligated to pay interest on the Required Payment as follows:relevant Loan.

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 “either one as appropriate being the "Payor”") 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 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 of such payment (whether a Bank or and, if such recipient is the Borrower and the Payor Lender fails to pay the amount thereof to the Administrative Agent forthwith upon demand, 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 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 the 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 the Borrower shall have repaid such amount to the Administrative Agent pursuant to such sentence, the Payor and Administrative Agent shall promptly return to the recipient shall each be obligated Borrower any amount (including interest) paid by the Borrower to pay interest on the Required Payment as follows:Administrative Agent pursuant to such sentence. 9.24. 9.25. Section 11.14.

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 “in this section called 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 hereunder or a payment to be made by it pursuant to Section 2.3(a) hereof 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 in this section 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 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 Borrower) recipients 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 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:.

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 to before the time at date on which such Bank the Payor is 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 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)assumption, make the amount thereof available to the intended recipient Lenders or any 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 shallas its cost of funding such amount for the applicable period, on demandand (b) in the case of an Obligor, repay equal to the then-applicable Default Rate, in each case until such amount is paid in full (in immediately available Dollars) to the Administrative Agent the amount made available to it together with interest thereon in respect Agent. A certificate of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Administrative Agent submitted to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal any Payor with respect 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 any amounts 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:manifest error.

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 to before the time at date on which such Bank the Payor is 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 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)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 shallas its cost of funding such amount for the applicable period, on demandand (b) in the case of an Obligor, repay equal to the then-applicable Default Rate, in each case until such amount is paid in full (in immediately available Dollars) to the Administrative Agent the amount made available to it together with interest thereon in respect Agent. A certificate of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Administrative Agent submitted to such recipient until the date the Administrative Agent recovers such amount at a rate per annum equal any Payor with respect 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 any amounts 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: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 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, period ; provided that if neither the recipient nor the Payor shall return the as used in this Section 3.02, "Required Payment Payment" does not include any amounts due from a Lender to the Administrative Agent within three Business Days which are to be settled on the next Settlement Date pursuant to Section 2.14, but "Required Payment" shall include, as of each Settlement Date, any amounts due from a Lender to the Administrative Agent as part of the Advance Date, then, retroactively Settlement Amount to the Advance Date, the Payor and the recipient shall each be obligated paid on such Settlement Date pursuant to pay interest on the Required Payment as follows:Section 2.14.

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 any Lender hereunder or more of the BanksIssuing Bank (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: