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 Lender or the Company on behalf of an Obligor prior to the date on which such 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 case of an Obligor) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that 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(s) on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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, and for an Obligor as recipient, will be equal to the Post-Default Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower (the “Payor”) prior to the date on which such notifying party Lender 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Administrative Agent 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 (i) when the recipient is a Lender, the Federal Funds RateRate for such day, and for an Obligor as recipientor (ii) when the recipient is the Borrower, will be equal the rate of interest applicable to the Post-Default Ratesuch Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Micro Warehouse (either one as appropriate being the Company on behalf of an Obligor "Payor") prior to the date on which such notifying party Lender is scheduled to make payment hereunder to the Administrative Agent of the proceeds of a Revolving Credit Loan or any Borrower is to make payment to the Administrative Agent (in Agent, as the case of a Lender) of the proceeds of a Loan to may be made by it hereunder or (in the case of an Obligor) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, that it 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (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 so made available to it together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Administrative Agent 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 average daily Federal Funds Rate, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company on behalf of an Obligor Borrower (the "Payor") prior to the date on which such notifying party Bank 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor (the “Payor”) prior to the date on (or, in the case of Base Rate Loans or Swing Loans, prior to the time by) which such notifying party Lender 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 case of an Obligor) any Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date (or at such time) and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative AgentAgent or the Swing Line Lender, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers receives such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrowers (the "Payor") prior to the date on which such notifying party Lender 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 case of an Obligor) Borrowers is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Lender or the Company on behalf of an Obligor Borrower, prior to the date on which such notifying party any payment 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 due from it hereunder or (in the case of an Obligor) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ) that it the Borrower does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment Borrower has been made or will make such payment when due, 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(s) each Lender on such payment date and, if an amount equal to the portion of such assumed payment to which such Lender or is entitled hereunder, and if the Company on behalf of an Obligor (as the case may be) Borrower has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) of such payment Lender shall, on demand, repay to the Administrative Agent the amount so made available together with to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date such amount was so made available by the Administrative Agent until but excluding to such Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be rate equal to the Federal Funds Rate, and for an Obligor as recipient, will be equal to the Post-Default Effective Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor (the “Payor”) prior to the date on which such notifying party Lender 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 case of an Obligor) a Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder or Issuing Banks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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 RateEffective Rate for such period or, and in the case of an amount payable in a currency other than Dollars, the rate determined by the Administrative Agent in its discretion of the appropriate rate for an Obligor as recipient, will be equal to the Post-Default Rateinterbank settlements.

Non-Receipt of Funds by the Administrative Agent. Unless the Company, a Borrowing Subsidiary or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor prior to the date on which such notifying party it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender) of , the proceeds of a Loan to be made by it hereunder or (ii) in the case of an Obligor) the Company or a Borrowing Subsidiary, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receiptLenders, that it does not intend to make the Required Payment to the Administrative Agentsuch scheduled payment, the Administrative Agent may assume that the Required Payment such scheduled payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such scheduled payment available to the intended recipient in reliance upon such assumption (but shall not be required to)assumption. If such Lender, make the amount thereof available to the intended recipient(s) on such date and, if such Lender Borrowing Subsidiary or the Company on behalf of an Obligor (Company, as the case may be) , has not in fact made the Required Payment such scheduled payment to the Administrative Agent, the recipient(s) recipient of such scheduled payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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 (x) in the case of scheduled payment by a Lender, the Federal Funds RateEffective Rate for such day or (y) in the case of scheduled payment by the Company or a Borrowing Subsidiary, and for an Obligor as recipient, will be equal the interest rate applicable to the Post-Default Raterelevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor (the "Payor") prior to the date on which such notifying party Lender 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 case of an Obligor) Company is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Effective Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Borrower (the Company on behalf of an Obligor "Payor") prior to the date on which such notifying party Lender is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan an Advance to be made by it hereunder or (in the case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower prior to the date on which such 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 case of an Obligorthe Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that 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(s) on such date date; and, if such Lender or the Company on behalf of an Obligor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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, and for an Obligor the Borrower as recipient, will be equal to the Post-Default RateBase Rate plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company on behalf of an Obligor Borrower (the "Payor") prior to the date on which such notifying party Bank is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of an Advance or draw under a Loan letters of credit to be made by it hereunder or (in the case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum whichequal to, for with respect to any Lender as Bank, the 30 day Term Federal Funds Rate and with respect to the Borrower, at the 30 day Term Federal Funds Rate plus 3.00% and (b) the Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Federal Funds Rate, and for an Obligor as recipient, will be equal to amount calculated in accordance with the Post-Default Rateforegoing clause (a).

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower (the "Payor") prior to the date on which such notifying party Lender 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

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 Lender or the Company on behalf of an Obligor prior to the date time on which such notifying party it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender) of , the proceeds of a Loan to be made by it hereunder or (ii) in the case of an Obligor) the Borrower, a payment of principal, interest or fees to SIDLEY AXXXXX XXXXX & WXXX LLP the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receiptLenders, that 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, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if assumption. If such Lender or the Company on behalf of an Obligor (Borrower, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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 (x) in the case of payment by a Lender, the Federal Funds RateEffective Rate for such day for the first three (3) days and, and for an Obligor as recipientthereafter, will be equal the interest rate applicable to the Post-Default Raterelevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan, including the interest rate applicable pursuant to Section 2.11.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Borrower (the Company on behalf of an Obligor "Payor") prior to the date on which such notifying party Lender is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan an Advance to be made by it hereunder or (in the case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required d-501795.7 LOAN AGREEMENT 21 Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrowers’ Agent or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Agent, prior to the date on which such notifying party it is scheduled to make payment to the Administrative Agent (or, with respect to Base Rate Advances, prior to the time such Advances are required to be made by a Lender) of (i) in the case of a Lender) of , the proceeds of a Loan to be made by it hereunder or (ii) in the case of an Obligor) the Borrowers, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receiptLenders, that 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, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if assumption. If such Lender or the Company on behalf of an Obligor (a Borrower, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on from and including the date such amount was so made available by the Administrative Agent 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 (x) in the case of payment by a Lender, the Federal Funds RateEffective Rate for such day for the first three days and, and for an Obligor as recipientthereafter, will be equal the interest rate applicable to the Post-Default Raterelevant Loan or (y) in the case of payment by the Borrowers, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower prior to the date on which such 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 case of an Obligorthe Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the time 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(s) on such date and, if such Lender or the Company on behalf of an Obligor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until until, but excluding 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, and for an Obligor the Borrower as recipient, will be equal to the Post-Default RateBase Rate plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or F.Y.I. (the Company on behalf of an Obligor "Payor") prior to the date on which such notifying party Lender 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 case of an Obligor) F.Y.I. is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower (either one as appropriate being the "Payor") prior to the date on which such notifying party Lender is scheduled to make payment hereunder to the Administrative Agent of the proceeds of a Loan or the Borrower or the Subsidiary Borrower is to make payment to the Administrative Agent (in Agent, as the case of a Lender) of the proceeds of a Loan to may be made by it hereunder or (in the case of an Obligor) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, that it 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower or the Subsidiary Borrower and the Payor Lender fails to pay the amount thereof to the Administrative Agent forthwith upon demand, the Borrower or the Subsidiary Borrower) 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 for the period commencing on from the date such amount was so made available by the Administrative Agent 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 average daily Federal Funds Rate, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by (i) a Lender Bank or (ii) the Company on behalf of an Obligor Borrower (the "Payor") prior to the date on which such notifying party Bank is scheduled to make payment hereunder to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan or the Borrower is to be made by it make any payment hereunder or (in the case of an Obligor) a payment to the Administrative Agent for Agent, as the account of one or more of the Lenders hereunder case may be (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, that it 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower and the Payor Bank fails to pay the amount thereof to the Administrative Agent forthwith upon demand, the Borrower) 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 for the period commencing on from the date such amount was so made available by the Administrative Agent 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 average daily Federal Funds Rate, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Lender or the Company on behalf of an Obligor Borrower, prior to the date on which such notifying party any payment 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 due from it hereunder or (in the case of an Obligor) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ) that it the Borrower does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Required Payment has been made and may, Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) each Lender on such payment date and, if an amount equal to the portion of such assumed payment to which such Lender or is entitled hereunder, and if the Company on behalf of an Obligor (as the case may be) Borrower has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) of such payment Lender shall, on demand, repay to the Administrative Agent the amount so made available together with to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date such amount was so made available by the Administrative Agent until but excluding the date at a per annum rate equal to, if repaid to the Administrative Agent recovers within two (2) days from the date such amount was made available by the Administrative Agent, the Federal Funds Rate and thereafter at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for an Obligor as recipient, will be equal to the Post-Default Alternate Base Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower (the "PAYOR") prior to the date on which such notifying party Lender 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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 RateRate for such period, and for an Obligor as (b) the Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Post-Default Rateamount calculated in accordance with the foregoing CLAUSE (a).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company on behalf of an Obligor borrower (the "PAYOR") prior to the date on which such notifying party Bank 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, Effective Rate for such period and for an Obligor as (b) the Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Post-Default Rateamount calculated in accordance with the foregoing clause (a).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or either of the Company on behalf of an Obligor Obligors (the "Payor") prior to the date on which such notifying party Bank 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 case of an Obligor) Obligors are to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and for an Obligor as recipient, will be equal to the Post-Default Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company on behalf of an Obligor Borrower (the “Payor”) prior to the date time on which such notifying party the Payor is scheduled to make payment to the Administrative Agent of (in the case of a LenderBank) of the proceeds of a Loan to be made by it such Bank hereunder or (in the case of an Obligorthe Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders Banks hereunder (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) on such date date; and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Administrative Agent 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 RateRate for such day and, and for an Obligor as recipientif such recipient(s) shall fail promptly to make such payment, will be equal to the Post-Default Rate.the

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or Borrower (the Company on behalf of an Obligor "Payor") prior to the date on which such notifying party Bank is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan an Advance to be made by it hereunder or (in the case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower prior to the date on which such 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 case of an Obligorthe Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that 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(s) on such date and, if such Lender or the Company on behalf of an Obligor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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, and for an Obligor the Borrower as recipient, will be equal to the Post-Default RateBase Rate plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Company or Bank, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor prior to the date on which such notifying party it is scheduled to make payment to the Administrative Agent of (a) in the case of a Lender) of Bank, the proceeds of a Loan to be made by it hereunder or (b) in the case of an Obligor) a payment the Company, principal, interest, fees or any other amount payable by the Company to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receiptBanks, that 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, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender assumption. If a Bank or the Company on behalf of an Obligor (Company, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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 (i) in the case of payment by a Bank, the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; and (ii) in case of a payment by the Company, and for an Obligor as recipient, will be equal the interest rate applicable to the Post-Default Raterelevant obligation (or, if no interest rate is stated to be applicable to such obligation, the rate per annum then applicable to Base Rate Loans). A notice of the Administrative Agent to the Company or any Bank with respect to any amount owing pursuant to this Section 13.11 shall be conclusive absent manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower prior to the date on which such 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 case of an Obligorthe Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that 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(s) on such date and, if such Lender or the Company on behalf of an Obligor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until until, but excluding 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, and for an Obligor the Borrower as recipient, will be equal to the Post-Default RateBase Rate plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Borrower (the Company on behalf of an Obligor "PAYOR") prior to the date on which such notifying party Lender is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan an Advance to be made by it hereunder or (in the case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless ------------------------------------------------ the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower (the "Payor") prior to the date on which such notifying party Lender 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower (the "Payor") prior to the date on which such notifying party Lender 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) (a)the recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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 for such period and for an Obligor as (b)Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Post-Default Rateamount calculated in accordance with the foregoing clause (a).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower prior to the date on which such 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 case of an Obligorthe Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that 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(s) on such date and, if such Lender or the Company on behalf of an Obligor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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, and for an Obligor the Borrower as recipient, will be equal to the Post-Default RateABR plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Parent (the “Payor”) prior to the date on which such notifying party Lender 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 case of an Obligor) Parent is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, Agent the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Effective Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor prior to the date on which such notifying party is scheduled to make payment to the Administrative Agent of any proposed Advance (in the case of a Lender) of the proceeds of a Loan to be made by it hereunder or (in the case of an Obligor) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ) that it such 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(s) Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such amount on demand from such date andLender (or, if such Lender or the Company on behalf of an Obligor (as the case may be) has not in fact made the Required Payment fails to the Administrative Agent, the recipient(s) of pay such payment shall, on amount forthwith upon such demand, repay to from the Administrative Agent the amount so made available Borrower) together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by to the Administrative Agent until Borrower and ending on (but excluding excluding) the date the Administrative Agent recovers receives such amount from the Lender, with interest thereon at a rate per annum which, for any Lender as recipient, will be rate equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate, and . No Lender shall be liable for any other Lender's failure to fund an Obligor as recipient, will be equal to the Post-Default RateAdvance hereunder.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower prior to the date on 49 which such 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 case of an Obligorthe Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that 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(s) on such date and, if such Lender or the Company on behalf of an Obligor Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent 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, and for an Obligor the Borrower as recipient, will be equal to the Post-Default RateBase Rate plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company on behalf of an Obligor Borrower (the "PAYOR") prior to the date on which such notifying party Lender 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay 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 such amount was so made available by the Administrative Agent 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, and Rate for an Obligor as recipient, will be equal to the Post-Default Ratesuch period.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by received notice from a Lender or the Company on behalf of an Obligor Borrower (in such capacity, the “Payor”) prior to the date on which such notifying party Lender 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 case of an Obligor) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make 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(s) recipient on such date and, if such Lender or the Company on behalf of an Obligor (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Administrative Agent 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 (i) when the recipient is a Lender, the Federal Funds RateRate for such day, and for an Obligor as recipientor (ii) when the recipient is the Borrower, will be equal the rate of interest applicable to the Post-Default Ratesuch Loan.