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

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "PayorPAYOR") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) when the recipient is a Bank, the Federal Funds Rate for such periodday, or (ii) the rate of interest applicable to such Loan (when the recipient is the Borrowers).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender notifying party is scheduled to make payment to the 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 Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such periodplus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan Revolving Loans to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower Borrowers (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "“Payor"”) prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Revolving Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the applicable Revolving Loan. Any payment due from any Lender to Agent pursuant hereto shall bear interest at the Federal Funds Rate for such periodRate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") Company prior to the date on which such Lender notifying party is scheduled to make payment to the Agent of (in the case of a Bank) 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 Company) a payment to the Agent for the account of one or more of the Lenders, as the case may be Banks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until but excluding the date the Agent recovers such amount at a rate per annum which, for any Bank as recipient, will be equal to the Federal Funds Rate and for such periodthe Company as recipient, will be equal to the Base Rate plus the Applicable Margin (as in effect from time to time) for Base Rate Loans.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Revolving Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the applicable Revolving Loan. Any payment due from any Lender to Agent pursuant hereto shall bear interest at the Federal Funds Rate for such periodRate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the a Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodday (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "“Payor"”) prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may shall 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) when the recipient is a Lender, the Federal Funds Rate for such periodday, or (ii) the rate of interest applicable to such Loan (when the recipient is the Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower Borrowers (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, (a) the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate Rate, or if the Payor is the Borrower at the applicable interest rate hereunder, for such period, and (b) the Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a).

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment under Section 2.4.5.(b) or (ii) in the case of the Borrower, a payment of principal, interest, fees or Reimbursement Obligations to the Agent or the Issuer for the account of one the Lenders or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receiptIssuer, that the Payor it does not intend to make the Required Payment to the Agentsuch payment, the Agent may assume that the Required Payment such payment has been made and made. The 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 Agent, the recipient of such payment shall, on demanddemand by the Agent, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of repayment by a Lender of funds advanced to such Lender by the Agent, the Federal Funds Effective Rate for such periodday or (y) in the case of repayment by the Borrower of funds advanced to the Borrower by the Agent, the interest rate applicable to the relevant Loan or Reimbursement Obligation.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender notifying party is scheduled to make payment to the 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 Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate Rate, and for such periodthe Borrower as recipient, will be equal to the Base Rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan Revolving Loans to be made by it hereunder or the any Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "“Payor"”) prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, (a) the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate Rate, or if the Payor is a Borrower at the applicable interest rate hereunder, for such period, and (b) the Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender notifying party is scheduled to make payment to the 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 Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until but excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such periodplus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "“Payor"”) prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) the Federal Funds Effective Rate for such periodperiod if the Borrower was the Payor or (ii) the Applicable Rate for such Period in accordance with Section 2.4 hereof (without duplication) if a Bank was the Payor.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower Borrowers is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the a Borrower (the "Payor") prior to the date on which such Lender notifying party is scheduled to make payment to the 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 a Borrower) a payment to the Agent for the account of one or more of the Lenders, as the case may be Banks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the 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 Borrower (as the Payor case may be) has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, shall on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until at the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodPrime Rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the a Borrower (the "PayorPAYOR") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the such Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin (or, if the recipient of such payment is a Bank or an Issuing Bank, the Federal Funds Rate Rate) for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) when the recipient is a Bank, the Federal Funds Rate for such periodday, or (ii) when the recipient is a Borrower, the rate of interest applicable to such Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower F.Y.I. (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower F.Y.I. is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender the Payor is scheduled to make payment to the 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 Borrower) a payment to the Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient recipient(s) of such payment Payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.the

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Revolving Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "PayorPAYOR") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodday (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is the Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodday (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is the Borrowers).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan Revolving Loans to be made by it hereunder or the Borrower Borrowers is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall --------------------------------- have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on ----- which such Lender Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon ---------------- receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor Borrower does not intend to make the Required Payment to the Agent, the 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 Borrower has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it by the Agent together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) the Past Due Rate for such period if the recipient returning a Required Payment is the Borrower, or (b) the Federal Funds Effective Rate for such periodperiod if the recipient returning a Required Payment is the Agent or a Lender.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower Borrowers (the "PayorPAYOR") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) the Federal Funds Rate federal funds rate for such periodperiod in the case of a Lender and (b) the applicable rate of interest provided for herein for such period in the case of the Borrowers.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate (or, in the case of the Borrowers, the Applicable Rate) for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodday (when the recipient is a Bank) or equal to the Federal Funds Rate for the first three Business Days after receipt and thereafter the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the a Borrower (the "“Payor"”) prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodday (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") Company prior to the date on which such Lender Bank or the Company (as the case may be) is scheduled to make any payment to the Agent of the proceeds of a Loan any amount required to be made by it hereunder paid under this Agreement or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be any Note (such payment being herein called the "a “Required Payment"”), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such that assumption (but shall not be required to), make the amount thereof of such Required Payment available to the intended recipient recipient(s) on such date and, if date. If such Bank or the Payor Company (as the case may be) has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date on which the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate effective federal funds rate for such periodday (as determined by the Agent).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender notifying party is scheduled to make payment to the 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 Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.,

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower Borrowers (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such 18 amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "“Payor"”) prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Revolver Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "PayorPAYOR") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) when the recipient is a Bank, the Federal Funds Rate for such periodday, or (ii) the rate of interest applicable to such Loan (when the recipient is the Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Borrower (the "PayorPAYOR") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "PayorPAYOR") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) when the recipient is a Bank, the Federal Funds Rate for such periodday for amounts denominated in or calculated with reference to Dollars, and the applicable LIBOR Base Rate for amounts denominated in or calculated with reference to an Alternative Currency, or (ii) the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Parent (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrower Parent is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower applicable BORROWER (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower such BORROWER is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "“Payor"”) prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, (a) the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate Rate, or if the Payor is the Borrower at the applicable interest rate hereunder, for such period, and (b) the Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin (or, if the recipient of such payment is a Bank or an Issuing Bank, the Federal Funds Rate Rate) for such period, but in no event in excess of the maximum nonusurious rate permitted by applicable law.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower Company (the "Payor") prior to the date on which such Lender the Payor is to make payment to the 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 Company) a payment to the Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodday and, if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender or the Borrower Borrowers (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") Borrowers prior to the date on which such Lender it is scheduled to make payment to the 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 Borrowers) a payment to the Agent for the account of one or more of the Lenders, as the case may be Banks hereunder (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receiptreceipt by the Agent, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may 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 such Bank has not, or the Payor has not Borrowers (as the case may be) have not, in fact made the Required Payment to the AgentAgent by the close of business on the date due, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on and including the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the Federal Funds Rate case of the Borrowers, the Corporate Base Rate, and (ii) in the case of a Bank, the Agent's cost of overnight funds, in each case for each day such periodamount was made available by the Agent.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender or the Borrower (the "Payor") prior to the date on ----- which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the ----------------- Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Parent (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, (a) the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such periodperiod and (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "“Payor"”) prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) when the recipient is a Bank, the Federal Funds Rate for such periodday, or (ii) the rate of interest applicable to such Loan (when the recipient is the Borrowers).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (either one as appropriate being the "Payor") prior to the date on which such Lender Bank is to make payment hereunder to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersAgent, as the case may be (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment (and, if such recipient is the Borrower and the Payor Bank fails to pay the amount thereof to the Agent forthwith upon demand, the Borrower) shall, on demand, pay repay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.together

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "“Payor"”) prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it by the Agent together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) the Base Rate for such period plus the Applicable Margin if the recipient returning a Required Payment is the Borrower, or (b) the Federal Funds Effective Rate for such periodperiod if the recipient returning a Required Payment is the Agent or a Lender.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "“Payor"”) prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a the rate per annum equal applicable to such portion of the Federal Funds Rate for such periodapplicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Borrower Borrowers (the "Payor") prior to the date on which such Lender Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is Borrowers are to make a payment to the Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodovernight federal funds rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender or the Borrower (the "Payor") Borrowers prior to the date on which such Lender is Borrowers are scheduled to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does Borrowers do not intend to make the Required Payment to the Agent, the 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 Borrowers have not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand, pay repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodday.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the 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 Agent, the recipient of such payment shall, on demand, pay to the Agent the amount made available to it by the Agent together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodperiod or (if the recipient is the Borrower) the Base Rate (as defined in the Interest Rate Agreement).