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 Company (the "PAYOR") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified in writing by a Lender or the Company (the "PAYOR") prior to the date on which the Payor is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan is to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 the Payor such Lender does not intend to make the Required Payment proceeds of such Loan available to the Agent, the Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Agent on such date, and may, the 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 Agent, the Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such date; andcorresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Effective Funds Rate. (b) Unless the Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Agent may assume that such Borrower has made such payment when due, and the Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Payor Borrower has not in fact made the Required Payment such payment to the Agent, the recipient(s) of such payment Lender shall, on demand, repay to the Agent the amount so made available together with to such Lender. If such amount is repaid to the Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until to such Lender to the date such amount is recovered by the Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day and, if such recipient(sEffective Rate. (c) shall fail promptly to make such payment, A certificate of the Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.13 shall be entitled to recover such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or by the Company Borrower (the "PAYOR"in either case, a “Payor”) prior to the date on which the such Payor is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan Revolving Credit Advance to be made by such Lender hereunder or (in the case of the CompanyBorrower) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT"“Required Payment”), which notice shall be effective upon receiptreceipt by the Agent, that the such 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(s) on such date; and, if the such Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE"“Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to the interest rate applicable to Base Rate Loans or, if the Payor is a Lender, the Federal Funds Rate for such day in effect from time to time 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 such Payor, together with interest as aforesaid, PROVIDED ; provided that if neither the recipient(s) nor the such Payor shall return or make, as appropriate, the Required Payment to the Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment (without duplication) as follows: (ia) if the Required Payment shall represent a payment to be made by the Company Borrower to the Lenders, the Company Borrower and the recipient(s) shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof Borrower to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) ); and (iib) if the Required Payment shall represent proceeds of a Loan Revolving Credit Advance to be made by the Lenders to the CompanyBorrower, the such Payor and the Company Borrower shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof hereto (and, in case the Company Borrower shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect of the Required Payment). Nothing in this Section 1.19 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Company (the "PAYOR") Borrower prior to the date on which such Lender or the Payor Borrower is scheduled to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender it hereunder or (in the case of the CompanyBorrower) a payment to the Agent for the account of one any or more all of the Lenders hereunder (such payment being herein called the referred to as a "REQUIRED PAYMENTRequired Payment"), which notice shall be effective upon actual receipt, that the Payor it does not intend to make the such Required Payment to the Agent, the Agent may (but shall not be required to) assume that the Required Payment has been made and may, in reliance upon such assumption may (but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient(s) on such date; 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(s) of such payment shall, on demand, or with respect to payment received by the Borrower, within three (3) Business Days after such receipt repay to the Agent for the Agents own account the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day andday, if with respect to interest paid by such recipient(sLender, or (b) the applicable rate provided under Section 1.03, with respect to interest paid by the Borrower. Nothing herein shall fail promptly relieve any Lender or Borrower from liability for failure to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") Bank prior to 2 p.m. on the date on which the Payor such Bank is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan (or the payment of any amount by such Bank to reimburse the Issuer for a drawing under any Letter of Credit) to be made by such Lender it hereunder or (in by the case of Company prior to the Company) date on which the Company is to make a payment to the Agent for the account of the Agent, the Issuer or one or more of the Lenders hereunder Banks, as the case may be (such Bank or the Company being herein called the "PAYOR" and such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that 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(s) recipient on the date that such date; and, if Required Payment is to be made. If the Payor is the Company and the Company has not in fact made the Required Payment to the AgentAgent on or before such date, the recipient(s) of such payment Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Rate for such day andthe first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, if such recipient(sthe provisions of SECTION 2.2(A) AND SECTION 4.3(B) 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, PROVIDED that if neither the recipient(salso apply.) nor If the Payor shall return is a Bank and such Bank has not in fact made the Required Payment to the Agent within three Business Days on or before such date, such Bank shall, on demand, pay to the Agent the amount made available by the Agent on behalf of such Bank, together with interest thereon from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Fed Funds Rate for each of the Advance Date, then, retroactively to the Advance Date, the Payor first three days after demand and the recipient(s) shall for each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment day thereafter at the Post-Default Fed Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)plus 2%.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (the "PAYOR"“Payor”) prior to the date on which 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 such Lender hereunder or (in the case of the CompanyBorrower) a payment to the Agent for account of one or more of the Lenders hereunder (any such payment being herein called the "REQUIRED PAYMENT"payment, 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 assumption, (but shall not be required to), ) make the amount thereof of such payment available to the intended recipient(srecipient (or recipients) on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(srecipient (or recipients) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon on such amount in respect of each day during the period commencing on the date (the "ADVANCE DATE"“Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day and, if such recipient(srecipient (or recipients) 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 aforesaidprovided above; provided, PROVIDED that if neither the recipient(srecipient (or recipients) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(srecipient (or recipients) shall each be obligated to pay interest on the Required Payment as follows: (ia) if the Required Payment shall represent a payment to be made by the Company Borrower to the Lenders, the Company Borrower and the recipient(srecipient (or recipients) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(srecipient (or recipients) shall return the Required Payment to the Agent, without limiting the obligation of the Company Borrower under Section 3.02 hereof to pay interest to such recipient(srecipient (or recipients) at the Post-Default Rate in respect of the Required Payment) ), and (iib) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the CompanyBorrower, the Payor and the Company Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company Borrower shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect of the Required Payment, subject to Section 11.13).

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified in writing by a Lender or the Company (the "PAYOR") Bank prior to the date on which the Payor is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan is to be made by such Lender hereunder or Bank (in the case of the Company) a payment to the Agent for 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 the Payor such Bank does not intend to make the Required Payment proceeds of such Loan available to the Agent, the Agent may assume that such Bank has made such proceeds available to the Required Payment has been made Agent on such date, and may, the Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(sCompany a corresponding amount. If such corresponding amount is not in fact made available to the Agent, the Agent shall be able to recover such corresponding amount from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent will promptly notify the Company, and the Company shall, without in any way waiving any rights it may have against such defaulting Bank as a result of not making such amounts available to the Agent, pay such corresponding amount to the Agent within two (2) Business Days. The Agent shall also be entitled to recover from the Bank or the Company, as the case may be, interest on such date; andcorresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Company to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Company at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Bank at the Federal Funds Effective Rate. (b) Unless the Agent shall have been notified in writing by the Company, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Company does not intend to make such payment, the Agent may assume that such Company has made such payment when due, and the Agent may in reliance upon such assumption (but shall not be required to) make available to each Bank on such payment date an amount equal to the portion of such assumed payment to which such Bank is entitled hereunder, and if the Payor Company has not in fact made the Required Payment such payment to the Agent, the recipient(s) of such payment Bank shall, on demand, repay to the Agent the amount so made available together with to such Bank. If such amount is repaid to the Agent on a date after the date such amount was made available to such Bank, such Bank shall pay to the Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until to such Bank to the date such amount is recovered by the Agent recovers such amount at a rate per annum rate equal to the Federal Funds Rate for such day and, if such recipient(sEffective Rate. (c) shall fail promptly to make such payment, A certificate of the Agent submitted to the Company or any Bank with respect to any amount owing under this Section 3.3 shall be entitled to recover such amount, on demand, from conclusive in the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days absence of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)manifest error.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Company (the "PAYOR") prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank, or a participation in a Letter of Credit drawing to be acquired by such Bank, hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the LendersBanks, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan loan to be made by the Lenders a Bank to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment); PROVIDED that the Agent shall only be entitled to retain interest in respect of a Required Payment pursuant to clause (i) or (ii) above from either the Payor or the recipient.

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 Company (the "PAYOR") prior to the date on which the Payor it is scheduled to make payment to the Agent of (a) in the case of a Lender) , the proceeds of a Loan to be made by such Lender hereunder or (b) in the case of the Company) Borrower, a payment of principal, interest or fees to the 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 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, 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 assumption. If the amount thereof available to the intended recipient(s) on such date; and, if the Payor Borrower has not in fact made the Required Payment such payment to the Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day and, if day. If a Lender has not in fact made such recipient(s) shall fail promptly payment to make such paymentthe Agent, the Agent shall be entitled to recover such amount, corresponding amount on demand, demand from the Payor, such Lender together with interest as aforesaidthereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such date. If such Lender does not make such payment upon the Agent's demand therefor, PROVIDED that if neither the recipient(s) nor Agent shall promptly notify the Payor Borrower, and the Borrower shall return the Required Payment immediately pay such amount to the Agent within three Business Days together with interest thereon in respect of each day during the Advance Date, then, retroactively period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at the rate applicable to the Advance Daterelevant Loan. Nothing in this Section 2.19 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder, the Payor and the recipient(s) each Lender shall each be obligated to pay interest on make the Required Payment as follows: (i) if the Required Payment shall represent a payment Loans provided to be made by the Company to the Lendersit hereunder, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect regardless of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment failure of any other Lender to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)fulfill its Commitment hereunder.

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified by a Borrower or any Lender or the Company (as used in this Section, the "PAYORPayor") has notified the Agent prior to the date on which the Payor is to make any payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receiptPayor is due, that the Payor does not intend to make the Required Payment to the Agentremit such payment, the Agent may may, in its sole and absolute discretion, assume that the Required Payment Payor has been made timely remitted such payment and the Agent may, in its sole and absolute discretion and in reliance upon such assumption (but shall not be required to)thereon, make the amount thereof available such payment to the intended recipient(s) on Person entitled thereto. If such date; and, if the Payor has payment was not in fact made the Required Payment remitted to the AgentAgent in immediately available funds, then: (i) if the recipient(s) of Borrower failed to make such payment shallpayment, each Lender shall forthwith on demand, demand repay to the Agent the amount so of such assumed payment made available to such Lender, together with interest thereon in respect of each day during the period commencing on from and including the date (the "ADVANCE DATE") such amount was so made available by the Agent until to such Lender to the date such amount is repaid to the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day Rate; and, (ii) if such recipient(s) shall fail promptly any Lender failed to make such payment, the Agent shall be entitled to recover such amountcorresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Agent. The Agent also shall be entitled to recover from such Lender interest on demand, such corresponding amount in respect of each day from the Payor, together with interest as aforesaid, PROVIDED that if neither date such corresponding amount was made available by the recipient(s) nor the Payor shall return the Required Payment Agent to the Borrower to the date such corresponding amount is recovered by the Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Agent within three Business Days or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (b) The Commitments and other obligations of the Advance DateLenders under any Loan Document are several. The default by any Lender in making an advance under the Revolving Loan in accordance with its Commitment shall not relieve the other Lenders of their obligations under any Loan Document. In the event of any default by any Lender in making any advance under the Revolving Loan, then, retroactively to the Advance Date, the Payor and the recipient(s) each nondefaulting Lender shall each be obligated to pay interest on make its advance under the Required Payment as follows: (i) if the Required Payment Revolving Loan but shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each not be obligated retroactively to advance the Advance Date amount which the defaulting Lender was required to pay interest in respect advance hereunder. No Lender shall be responsible for any act or omission of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)other Lender.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrowers (any such party as appropriate being the "PAYORPayor") prior to the date on which such Lender is to make payment hereunder to the Payor is Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (in Agent, as the case of a Lender) the proceeds of a Loan to may be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (either such payment being herein called the a "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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the average daily Federal Funds Rate for such day andperiod; provided further that as used in this Section 11.13, if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, "Required Payment" does not include any amounts due from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment a Lender to the Agent within three Business Days of the Advance Date, then, retroactively which are to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest settled on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance next Settlement Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and2.14, in case the Company but "Required Payment" shall return the Required Payment include as of each Settlement Date any amounts due from a Lender to the Agent, without limiting any claim the Company may have against the Payor in respect Agent as part of the Required Payment)Settlement Amount to be paid on such Settlement Date pursuant to Section 2.14.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (any such party being herein called the "PAYORPayor") prior to the date on which the such Payor is to make payment to the Agent of the proceeds of the Loan to be made by it hereunder (in the case of a Lender) the proceeds of or such Payor is to make a Loan to be made by such Lender payment hereunder or under the Note to the Agent for the account of the Lenders (in the case of the Company) a payment to Borrower), as the Agent for account of one or more of the Lenders hereunder 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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower and the Lender which is the Payor fails to pay the amount thereof to the Agent forthwith upon such demand, the Borrower) shall, on demand, 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 (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to (a) in the Federal Funds Rate for such day and, if such recipient(s) shall fail promptly to make such paymentcase of the Borrower, the Agent shall be entitled to recover such amountDefault Rate, on demandprovided, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(sBorrower has to repay such amount through no fault of its own, the Borrower shall pay the Base Rate and (b) nor in the Payor shall return case of a Lender, for the Required Payment to the Agent within first three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate set by interbank custom and practice for the correction of interest provided errors among banks and for such Required Payment pursuant to Section 3.02 hereof (and, in case every day thereafter the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).Default Rate. 86

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (any such party being herein called the "PAYORPayor") prior to the date on which the such Payor is to make payment to the Agent of the proceeds of the Loan to be made by it hereunder (in the case of a Lender) the proceeds of or such Payor is to make a Loan to be made by such Lender payment hereunder or under the Note to the Agent for the account of the Lenders (in the case of the Company) a payment to Borrower), as the Agent for account of one or more of the Lenders hereunder 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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower and the Lender which is the Payor fails to pay the amount thereof to the Agent forthwith upon such demand, the Borrower) shall, on demand, 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 (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to (a) in the Federal Funds Rate for such day and, if such recipient(s) shall fail promptly to make such paymentcase of the Borrower, the Agent shall be entitled to recover such amountDefault Rate, on demandprovided, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(sBorrower has to repay such amount through no fault of its own, the Borrower shall pay the Base Rate and (b) nor in the Payor shall return case of a Lender, for the Required Payment to the Agent within first three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate set by interbank custom and practice for the correction of interest provided errors among banks and for such Required Payment pursuant to Section 3.02 hereof (and, in case every day thereafter the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).Default Rate. 86 ARTICLE XIII

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYORPayor") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) 4.6.0.0.0.1. if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Company Iusacell (the "PAYORPayor") prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank hereunder or (in the case of the CompanyXxxxxxxx) a payment to the Agent for account of one or more of the Lenders Banks hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company Xxxxxxxx to the LendersBanks, the Company Iusacell and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting duplication of the obligation of the Company Iusacell under Section 3.02 hereof to pay interest to such on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Agent shall not limit such obligation of Iusacell under said Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment) Payment and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Banks to the CompanyIusacell, the Payor and the Company Iusacell shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (andhereof, in case it being understood that the Company shall return by Xxxxxxxx of the Required Payment to the Agent, without limiting Agent shall not limit any claim the Company Iusacell may have against the Payor in respect of the such Required Payment).. Credit Agreement

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or by the Company Borrower (the "PAYOR"in either case, a “Payor”) prior to the date on which the such Payor is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan Revolving Credit Advance to be made by such Lender hereunder or (in the case of the CompanyBorrower) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT"“Required Payment”), which notice shall be effective upon receiptreceipt by the Agent, that the such 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(s) on such date; and, if the such Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE"“Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to the Index Rate plus the Applicable Margin or, if the Payor is a Lender, the Federal Funds Rate for such day in effect from time to time 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 such Payor, together with interest as aforesaid, PROVIDED ; provided that if neither the recipient(s) nor the such Payor shall return or make, as appropriate, the Required Payment to the Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment (without duplication) as follows: (ia) if the Required Payment shall represent a payment to be made by the Company Borrower to the Lenders, the Company Borrower and the recipient(s) shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof Borrower to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) ); and (iib) if the Required Payment shall represent proceeds of a Loan Revolving Credit Advance to be made by the Lenders to the CompanyBorrower, the such Payor and the Company Borrower shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof hereto (and, in case the Company Borrower shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect of the Required Payment). Nothing in this Section 1.19 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") prior to the date on which the Payor is to make payment to the Agent of (in the case of a Lender) the proceeds of a Facility C Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) on such date; and, if the Payor has not in CREDIT AGREEMENT 28 fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Facility C Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (either one as appropriate being the "PAYORPayor") prior to the date on which such Lender is to make payment hereunder to the Payor Agent of the proceeds of a Loan or the Borrower is to make payment to the Agent of (in Agent, as the case of a Lender) the proceeds of a Loan to may be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (either such payment being herein called the a "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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower and the Payor Lender fails to pay the amount thereof to the Agent forthwith upon demand, the Borrower) shall, on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the Federal Funds Rate for such day and, if such recipient(s) shall fail promptly to make such paymentcase of the Borrower, the interest rate applicable at such time to the applicable Loan, and (ii) in the case of such Lender, a rate determined by the Agent to represent its cost of overnight or short-term funds in the relevant currency (which determination shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the conclusive absent manifest error). If a Lender makes a Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively pursuant to the Advance Dateimmediately preceding sentence and the Borrower shall have repaid such amount to the Agent pursuant to such sentence, the Payor and Agent shall promptly return to the recipient(sBorrower any amount (including interest) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made paid by the Company Borrower to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest Agent pursuant to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)sentence.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (any such party being herein called the "PAYORPayor") prior to the date on which the such Payor is to make payment to the Agent of the proceeds of the Loan to be made by it hereunder (in the case of a Lender) the proceeds of or such Payor is to make a Loan to be made by such Lender payment hereunder or under the Note to the Agent for the account of the Lenders (in the case of the Company) a payment to Borrower), as the Agent for account of one or more of the Lenders hereunder 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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower and the Lender which is the Payor fails to pay the amount thereof to the Agent forthwith upon such demand, the Borrower) shall, on demand, 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 (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to (a) in the Federal Funds Rate for such day and, if such recipient(s) shall fail promptly to make such paymentcase of the Borrower, the Agent shall be entitled to recover such amountDefault Rate, on demandprovided, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(sBorrower has to repay such amount through no fault of its own, the Borrower shall pay the Base Rate and (b) nor in the Payor shall return case of a Lender, for the Required Payment to the Agent within first three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate set by interbank custom and practice for the correction of interest provided errors among banks and for such Required Payment pursuant to Section 3.02 hereof (and, in case every day thereafter the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)Default Rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (the "PAYOR") prior to the date on which 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 such Lender hereunder or (in the case of the CompanyBorrower) a payment to the Agent for 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 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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company Borrower to the Lenders, the Company Borrower and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company Borrower under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the CompanyBorrower, the Payor and the Company Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company Borrower shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect of the Required Payment).

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 Company (the "PAYOR") prior to the date on which the Payor 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 such Lender hereunder or (ii) in the case of the Company) Borrower, a payment of principal, interest or fees to the 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 the Payor Borrower or Lender 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, 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)assumption. If such Lender or the Borrower, make as the amount thereof available to the intended recipient(s) on such date; andcase may be, if the Payor has not in fact made the Required Payment such payment to the Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the case of payment which was assumed to have been made by a Lender, the Federal Funds Effective Rate for such day andor (ii) in the case of payment which was assumed to have been made by the Borrower, if such recipient(sthe interest rate applicable to the relevant Loan. If and to the extent any Lender shall not have made available the proceeds of its Loan to the Agent on the date of any Advance, LaSalle may in its sole discretion make a Loan (the "OVER-ADVANCE") shall fail promptly to repay the Agent forthwith on demand a corresponding amount and the Lender which failed to make such payment, available the Agent shall be entitled proceeds of its Loan agrees to recover such amount, repay LaSalle forthwith on demand, from the Payor, demand a corresponding amount together with interest as aforesaidthereon, PROVIDED that if neither for each day from the recipient(s) nor date such amount is made available to the Payor Borrower until the date such amount is repaid to LaSalle at the interest rate applicable during such period to the Advance and the principal amount repaid by such Lender shall return constitute such Lender's Loan for purposes of this Agreement. In the Required Payment event any Lender fails to make available the proceeds of its Loan to the Agent within three Business Days on the date of any Advance and LaSalle elects to make an Over-Advance, LaSalle's and such other Lender's relevant Commitments shall be temporarily increased and decreased, respectively, by the amount of the Over-Advance Date, then, retroactively and any payments allocable to such other Lender shall be paid to LaSalle until the Advance Date, the Payor principal of and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment Over-Advance shall represent a payment be paid in full. The failure of any Lender to make any Advance to be made by it shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Company date of such Advance. No Lender shall be responsible for the failure of any other Lender to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of make a Loan to be made by such Lender on the Lenders date of any such Advance. The Agent shall promptly give the Borrower notice of any Lender's failure to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)make its Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) on recipient(s)on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified by a Lender Parent or the Company any Bank (as used in this Section, the "PAYORPayor") has notified the Agent prior to the date on which the Payor is to make any payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receiptPayor is due, that the Payor does not intend to make the Required Payment to the Agentremit such payment, the Agent may may, in its sole and absolute discretion, assume that the Required Payment Payor has been made timely remitted such payment and the Agent may, in its sole and absolute discretion and in reliance upon such assumption (but shall not be required to)thereon, make the amount thereof available such payment to the intended recipient(s) on Person entitled thereto. If such date; and, if the Payor has payment was not in fact made the Required Payment remitted to the AgentAgent in immediately available funds, then: (i) if the recipient(s) of Parent failed to make such payment shallpayment, each Bank shall forthwith on demand, demand repay to the Agent the amount so of such assumed payment made available to such Bank, together with interest thereon in respect of each day during the period commencing on from and including the date (the "ADVANCE DATE") such amount was so made available by the Agent until to such Bank to the date such amount is repaid to the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day Rate; and, (ii) if such recipient(s) shall fail promptly any Bank failed to make such payment, the Agent shall be entitled to recover such amount, corresponding amount on demanddemand from such Bank. The Agent also shall be entitled to recover from such Bank interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Parent to the date such corresponding amount is recovered by the Agent, from such Bank at a rate per annum equal to the Payor, together with interest daily Federal Funds Rate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment or to prejudice any rights which the Agent may have against any Bank as aforesaid, PROVIDED that if neither a result of any default by such Bank hereunder. (b) The Commitments and other obligations of the recipient(s) nor the Payor shall return the Required Payment Banks under any Transaction Document are several. The default by any Bank in making any amount available to the Agent within three Business Days hereunder in accordance with its Commitment shall not relieve the other Banks of their obligations under any Transaction Document. In the Advance Date, then, retroactively event of any default by any Bank in making any amount available to the Advance DateAgent hereunder, the Payor and the recipient(s) each nondefaulting Bank shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company make its amount available to the Lenders, the Company and the recipient(s) Agent hereunder but shall each not be obligated retroactively to advance the Advance Date to pay interest in respect amount which the defaulting Bank was required make available hereunder. No Bank shall be responsible for any act or omission of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)other Bank.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrowers' Agent (any such party as appropriate being the "PAYOR") prior to the date on which such Lender is to make payment hereunder to the Payor is Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (in Agent, as the case of a Lender) the proceeds of a Loan to may be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) recipient on such date; and, date and if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Adjusted Base Rate for such day 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, period; PROVIDED that if neither the recipient(s) nor the Payor shall return the as used in this SECTION 11.13, "Required Payment Payment" does not include any amounts due from a Lender to the Agent within three Business Days which are to be settled on the next Settlement Date pursuant to SECTION 2.14, but "Required Payment" shall include as of each Settlement Date any amounts due from a Lender to the Agent as part of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment Settlement Amount to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance paid on such Settlement Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)SECTION 2.14.

Non-Receipt of Funds by the Agent. Unless the Agent shall have has been notified by a Lender Bank or the Company (the "PAYOR"“Payor”) prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders Banks hereunder (such payment being herein called the "REQUIRED PAYMENT"“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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE"“Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the LendersBanks, (x) the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate and (y) the recipient(s) shall be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Federal Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) ); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Banks to the Company, (x) the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for Federal Funds Rate and (y) if such Payor’s Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment is not made available to the AgentAgent by such Payor within five (5) Business Days of such Advance Date, without limiting any claim the Company may have against Agent shall also be entitled to recover such amount for its own account with interest thereon at the Payor in respect rate per annum applicable to Base Rate Loans, within five (5) Business Days of demand from the Required Payment)Company.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED CREDIT AGREEMENT 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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYORPayor") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting duplication of the obligation of the Company under Section 3.02 hereof to pay interest to such on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Agent shall not limit such obligation of the Company under said Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment) Payment and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (andhereof, in case it being understood that the return by the Company shall return of the Required Payment to the Agent, without limiting Agent shall not limit any claim the Company may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYORPayor") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) 3.8.0.0.0.1. if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).the

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Company (the "PAYOR") Bank prior to the any date on which the Payor a Revolving Loan is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT")made, which notice shall be effective upon receipt, that the Payor such Bank does not intend to make the Required Payment available to the AgentAgent such Bank's pro rata share of the Revolving Loan requested, the Agent may assume that such Bank has made such amount available to the Required Payment has been made Agent on such date and Agent may, in reliance upon such assumption its sole discretion (but shall not be required obligated to), make the amount thereof available to the intended recipient(s) Borrower a corresponding amount on such date; and, if the Payor has . If such corresponding amount is not in fact made available to the Required Payment Agent by such Bank, the Agent shall be entitled to recover such corresponding amount on demand from such Bank together with interest thereon, for each day from the date the Agent made such amount available to the Borrower until the date such amount is repaid to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for two days and thereafter at the Default Rate. If Such Bank does not pay such day and, if such recipient(s) shall fail promptly to make such paymentcorresponding amount forthwith upon the Agent's demand therefor, the Agent shall be entitled to recover promptly notify the Borrower and the Borrower shall immediately pay such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment corresponding amount to the Agent within three Business Days provided, however, that in such event the Borrower shall not have any obligation under Section 2.7(b) or Section 2.12(b) to reimburse such Bank for any loss, cost or expense which such Bank may incur as a result of the Advance Date, then, retroactively to the Advance Date, the Payor such prepayment and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a such payment to be made by the Company Borrower shall not be deemed a failure to make a borrowing hereunder after the Lenders, Borrower shall have given a Notice of Borrowing. Nothing in this Section 2.18 shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect any Bank as a result of the Required Payment)any default by such Bank hereunder.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrowers (any such party as appropriate being the "PAYOR") prior to the date on which such Lender is to make payment hereunder to the Payor is Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (in Agent, as the case of a Lender) the proceeds of a Loan to may be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the case of any Payor that is a Lender, the Federal Funds Rate for such day and, period (provided that if such recipient(s) shall fail promptly to make amount is not paid by such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment Lender to the Agent Agent, within three 3 Business Days of the Advance Date, then, retroactively to date such amount was so made available by the Advance DateAgent, the Payor applicable interest rate shall be the Adjusted Base Rate from and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment after such third Business Day until such amounts are paid to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and ); and (ii) if in the case of any Payor that is a Borrower, the Adjusted Base Rate for such period; PROVIDED, that as used in this Section 11.13, "Required Payment shall represent proceeds of Payment" does not include any amounts due from a Loan Lender to the Agent which are to be made by settled on the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance next Settlement Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and2.13, in case the Company but "Required Payment" shall return the Required Payment include as of each Settlement Date any amounts due from a Lender to the Agent, without limiting any claim the Company may have against the Payor in respect Agent as part of the Required Payment)Settlement Amount to be paid on such Settlement Date pursuant to Section 2.13.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") Bank prior to 2 p.m. on the date on which the Payor such Bank is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender it hereunder or (in by the case of Company prior to the Company) date on which the Company is to make a payment to the Agent for the account of the Agent or one or more of the Lenders hereunder Banks, as the case may be (such Bank or the Company being herein called the "PAYOR" and such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that 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(s) recipient on the date that such date; and, if Required Payment is to be made. If the Payor is the Company and the Company has not in fact made the Required Payment to the AgentAgent on or before such date, the recipient(s) of such payment Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Rate for such day andthe first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, if such recipient(sthe provisions of SECTION 2.1(A) AND SECTION 4.3(B) 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, PROVIDED that if neither the recipient(salso apply.) nor If the Payor shall return is a Bank and such Bank has not in fact made the Required Payment to the Agent within three Business Days on or before such date, such Bank shall, on demand, pay to the Agent the amount made available by the Agent on behalf of such Bank, together with interest thereon from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Fed Funds Rate for each of the Advance Date, then, retroactively to the Advance Date, the Payor first three days after demand and the recipient(s) shall for each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment day thereafter at the Post-Default Fed Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)plus 2%.

Non-Receipt of Funds by the Agent. Unless the Agent shall ------------ --------------------------------- have been notified in writing by a Lender or the Company (the "PAYOR") Borrower prior to one (1) Business Day before the date on time at which such Lender or the Payor Borrower is scheduled to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender it hereunder or (in the case of the CompanyBorrower) a payment to the Agent for the account of one any or more all of the Lenders hereunder (such payment being herein called the referred to as a "REQUIRED PAYMENTRequired Payment"), which notice shall be effective ---------------- upon actual receipt, that the Payor it does not intend to make the such Required Payment to the Agent, the Agent may (but shall not be required to) assume that the Required Payment has been made and may, in reliance upon such assumption may (but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient(s) on such date; 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(s) of such payment shall, on demand, or with respect to payment received by the Borrower, within three (3) Business Days after such receipt repay to the Agent for the Agent's own account the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day andday, if with respect to interest paid by such recipient(sLender, or (b) shall fail promptly the applicable rate provided under SECTION 1.02, with respect to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made paid by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)Borrower.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrowers (any such party as appropriate being the "PAYORPayor") prior to the date on which such Lender is to make payment hereunder to the Payor is Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (in Agent, as the case of a Lender) the proceeds of a Loan to may be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (either such payment being herein called the a "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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the average daily Federal Funds Rate for such day andperiod; provided further that as used in this Section 12.13, if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, "Required Payment" does not include any amounts due from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment a Lender to the Agent within three Business Days of the Advance Date, then, retroactively which are to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest settled on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance next Settlement Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and2.13, in case the Company but "Required Payment" shall return the Required Payment include as of each Settlement Date any amounts due from a Lender to the Agent, without limiting any claim the Company may have against the Payor in respect Agent as part of the Required Payment)Settlement Amount to be paid on such Settlement Date pursuant to Section 2.13.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (the "PAYORPayor") prior to the date on which 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 such Lender it hereunder or (in the case of the CompanyBorrower) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company Borrower to the Lenders, the Company Borrower and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case without duplication of the recipient(s) shall return the Required Payment to the Agent, without limiting the Credit Agreement obligation of the Company Borrower under Section 3.02 hereof to pay interest to such on the Required Payment at the Post-Default Rate), it being understood that the return by the recipient(s) of the Required Payment to the Agent shall not limit such obligation of the Borrower under said Section 3.02 to pay interest at the Post-Default Rate in respect of the Required Payment) , and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the CompanyBorrower, the Payor and the Company Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at whichever of the rate rates of interest provided for such Required Payment pursuant to specified in Section 3.02 hereof (andis applicable to the Type of such Loan, in case it being understood that the Company shall return by the Borrower of the Required Payment to the Agent, without limiting Agent shall not limit any claim the Company Borrower may have against the Payor in respect of the such Required Payment).

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified in writing by a any Lender or the Company (the "PAYOR") prior to the date on which 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 Borrowing that such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 the Payor does will not intend to make the Required Payment amount that would constitute its share of such Borrowing available to the Agent, the Agent may assume that such Lender is making such amount available to the Required Payment has been made Agent, and the Agent may, in its sole and absolute discretion, in reliance upon such assumption assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Agent by the required time therefor, and Agent elects to make such corresponding amount available to the Borrower, such Lender shall pay to the Agent, on demand, such amount with interest thereon, at a rate equal to the Federal Funds Rate, for the period until such Lender makes such amount immediately available to the Agent. A certificate of the Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Agent by such Lender within three (3) Business Days after such Borrowing date, the Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the relevant Loan, on demand, from the Borrower. Nothing in this Section shall be deemed to limit the rights of the Borrower against any such Lender. (b) Unless the Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Agent (including but not limited to situations in which the Borrower informs the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrower intends to use such proceeds to make a payment of principal), the Agent may assume that the Borrower is making such payment, and the Agent may, but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient(s) on Lenders their respective pro rata shares of a corresponding amount. If such date; and, if the Payor has payment is not in fact made the Required Payment to the AgentAgent by the Borrower within three (3) Business Days after such due date, the recipient(s) of such payment shallAgent shall be entitled to recover, on demand, repay from each Lender to which any amount which was made available pursuant to the Agent the preceding sentence, such amount so made available together with interest thereon in respect of each day during at the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day and, if such recipient(s) Rate. Nothing in this Section shall fail promptly be deemed to make such payment, limit the rights of the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting or any claim the Company may have Lender against the Payor in respect of the Required Payment)Borrower.

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified by received notice from a Lender or the Company (the "PAYOR") Bank prior to the date on which the Payor such Bank is to make payment provide funds to the Agent for a Revolving Loan or Letter of Credit Participation under such Bank's Commitment that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of the Loan or Drawing, and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent any Bank shall not have made funds available to the Agent as required by this Agreement (whether in connection with a Revolving Loan or a Drawing), and if the Agent shall have made such funds available to the Company, such Bank (a "Delinquent Bank") and the Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company or the Drawing is made, as applicable, until the date such amount is repaid to the Agent, at (i) the Federal Funds Effective Rate, in the case of a Lenderthe Delinquent Bank, and (ii) at the proceeds of a Loan rate applicable to be made by such Lender hereunder or (Revolving Loan, in the case of the Company) a payment . If such Bank shall repay to the Agent such corresponding amount (in which case such Bank shall no longer be deemed a Delinquent Bank) and such amount was advanced to the Company, such amount so repaid shall constitute such Bank's Revolving Loan or unpaid Reimbursement Obligation, as the case may be, under its Commitment for purposes of this Agreement. Until it shall have paid to the Agent any unpaid amount as described above, a Delinquent Bank (regardless of whether such Bank serves as the Agent) shall be deemed to have assigned any and all payments due to it from the Company, whether on account of one outstanding Loans, unpaid Reimbursement Obligations, interest, fees or more otherwise, to the remaining non-Delinquent Banks for application to, and reduction of, their respective pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations. If the Delinquent Bank has not paid to the Agent any unpaid amount as described above within three (3) Business Days after demand therefor from the Agent, then the Delinquent Bank hereby authorizes the Agent to distribute such payments to the non-Delinquent Banks in accordance with their respective pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the Lenders assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the non-Delinquent Banks, the Banks' respective pro rata shares of all outstanding Loans have been returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. (b) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Banks hereunder (that the Company will not make 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 Agentin full, the Agent may assume that the Required Payment Company has been made such payment in full to the Agent on such date, and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Company shall not be required to), make the amount thereof available to the intended recipient(s) on have so made such date; and, if the Payor has not payment in fact made the Required Payment full to the Agent, the recipient(s) of such payment shall, on demand, each Bank shall repay to the Agent the forthwith on demand such amount so made available distributed to such Bank together with interest thereon in respect of thereon, for each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent is distributed to such Bank until the date the Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting at the Federal Funds Effective Rate. (c) Nothing contained in this Section 2.5.5. shall be construed to relieve any Bank of its obligation of to make funds available to the Agent under this Agreement except as otherwise expressly provided herein, nor to relieve the Company under Section 3.02 hereof of its obligation to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting make any claim the Company may have against the Payor in respect of the Required Payment)payment when due.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYORPayor") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) ); and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYORPayor") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated Credit Agreement 33 39 retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

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 Company (the "PAYOR") prior to the date on which the Payor it is scheduled to make payment to the Agent of (a) in the case of a Lender) , the proceeds of a Loan to be made by such Lender hereunder or (b) in the case of the Company) Borrower, a payment of principal, interest or fees to the 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 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, 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 assumption. If the amount thereof available to the intended recipient(s) on such date; and, if the Payor Borrower has not in fact made the Required Payment such payment to the Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day and, if day. If a Lender has not in fact made such recipient(s) shall fail promptly payment to make such paymentthe Agent, the Agent shall be entitled to recover such amount, corresponding amount on demand, demand from the Payor, such Lender together with interest as aforesaidthereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such date. If such Lender does not make such payment upon the Agent's demand therefor, PROVIDED that if neither the recipient(s) nor Agent shall promptly notify the Payor Borrower, and the Borrower shall return the Required Payment immediately pay such amount to the Agent within three Business Days together with interest thereon in respect of each day during the Advance Date, then, retroactively period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at the rate applicable to the Advance Daterelevant Loan. Nothing in this Section 2.18 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder, the Payor and the recipient(s) each Lender shall each be obligated to pay interest on make the Required Payment as follows: (i) if the Required Payment shall represent a payment Loans provided to be made by the Company to the Lendersit hereunder, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect regardless of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment failure of any other Lender to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)fulfill its Commitment hereunder.

Non-Receipt of Funds by the Agent. Unless the Agent shall have has been notified by a Lender Bank or the Company (the "PAYORPayor") prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders Banks hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the LendersBanks, (x) the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate and (y) the recipient(s) shall be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Federal Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Banks to the Company, (x) the Payor shall be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Federal Funds Rate and (y) the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender or the Company any Borrower (the "PAYORPayor") prior to the date on ----- which 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 such Lender hereunder or (in the case of the Companya Borrower) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to to, for each of the first three days following the date such amount was made available by the Agent, the Federal Funds Rate for such day, and following such three day period, the interest rate applicable to the Loans corresponding to such amount, and, if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified by received notice from a Lender or the Company (the "PAYOR") Bank prior to the date on which the Payor such Bank is to make payment provide funds to the Agent for a Revolving Loan or Letter of Credit Participation under such Bank's Commitment that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of the Loan or Drawing, and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent any Bank shall not have made funds available to the Agent as required by this Agreement (whether in connection with a Revolving Loan or a Drawing), and if the Agent shall have made such funds available to the Company, such Bank (a "Delinquent Bank") and the Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company or the Drawing is made, as applicable, until the date such amount is repaid to the Agent, at (i) the Federal Funds Effective Rate, in the case of a Lenderthe Delinquent Bank, and (ii) at the proceeds of a Loan rate applicable to be made by such Lender hereunder or (Revolving Loan, in the case of the Company) a payment . If such Bank shall repay to the Agent such corresponding amount (in which case such Bank shall no longer be deemed a Delinquent Bank) and such amount was advanced to the Company, such amount so repaid shall constitute such Bank's Revolving Loan or unpaid Reimbursement Obligation, as the case may be, under its Commitment for purposes of this Agreement. Until it shall have paid to the Agent any unpaid amount as described above, a Delinquent Bank (regardless of whether such Bank serves as the Agent) shall be deemed to have assigned any and all payments due to it from the Company, whether on account of one outstanding Loans, unpaid Reimbursement Obligations, interest, fees or more otherwise, to the remaining non-Delinquent Banks for application to, and reduction of, their respective pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations. If the Delinquent Bank has not paid to the Agent any unpaid amount as described above within three (3) Business Days after demand therefor from the Agent, then the Delinquent Bank hereby authorizes the Agent to distribute such payments to the non-Delinquent Banks in accordance with their respective pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the Lenders assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the non-Delinquent Banks, the Banks' respective pro rata shares of all outstanding Loans have been returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. (b) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Banks hereunder (that the Company will not make 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 Agentin full, the Agent may assume that the Required Payment Company has been made such payment in full to the Agent on such date, and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Company shall not be required to), make the amount thereof available to the intended recipient(s) on have so made such date; and, if the Payor has not payment in fact made the Required Payment full to the Agent, the recipient(s) of such payment shall, on demand, each Bank shall repay to the Agent the amount so made available together with interest thereon forthwith on demand (c) Nothing contained in respect this Section 2.5.5. shall be construed to relieve any Bank of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day and, if such recipient(s) shall fail promptly its obligation to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment funds available to the Agent within three Business Days of the Advance Dateunder this Agreement except as otherwise expressly provided herein, then, retroactively nor to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by relieve the Company of its obligation to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting make any claim the Company may have against the Payor in respect of the Required Payment)payment when due.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by received notice from a Lender or the Company (the "PAYOR") prior to the date on which the Payor such Lender is to make payment provide funds to the Agent of (in the case of for a Lender) the proceeds of a Revolving Credit Loan to be made by such Lender hereunder or (in the case of the Company) a payment that such Lender will not make available to the Agent for account such funds, the Agent may assume that such Lender has made such funds available to the Agent on the date of one or more of such Revolving Credit Loan and the Lenders hereunder (Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such payment being herein called assumption, make available to the "REQUIRED PAYMENT"), which notice Borrower on such date a corresponding amount. If and to the extent such Lender shall be effective upon receipt, that the Payor does not intend to make the Required Payment have made such funds available to the Agent, such Lender agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Credit Loan for purposes of this Agreement. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with the interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make any payment in full, the Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption (but shall not assumption, cause to be required to), make the amount thereof available distributed to the intended recipient(s) each Lender on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the due date an amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).amount then due

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Lender or the Company (the "PAYORPayor") prior to the date on ----- which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor -------- shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have been notified by a Borrower or any Lender or the Company (as used in this Section, the "PAYORPayor") has notified the Agent prior to the date on which the Payor is to make any payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receiptPayor is due, that the Payor does not intend to make the Required Payment to the Agentremit such payment, the Agent may may, in its sole and absolute discretion, assume that the Required Payment Payor has been made timely remitted such payment and may, in reliance upon such assumption the Agent may (but shall not be required to), in its sole and absolute discretion and in reliance thereon, make the amount thereof available such payment to the intended recipient(s) on Person entitled thereto. If such date; and, if the Payor has payment was not in fact made the Required Payment remitted to the AgentAgent in immediately available funds, then: (i) if the recipient(s) of Borrower failed to make such payment shallpayment, each Lender shall forthwith on demand, demand repay to the Agent the amount so of such assumed payment made available to such Lender in immediately available funds, together with interest thereon in respect of each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until to such Lender to the date such amount is repaid to the Agent recovers in immediately available funds at the Federal Funds Rate; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Agent to the Borrower to the date such amount is recovered by the Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate for from time to time in effect. If such day andLender pays such amount to the Agent, if then such recipient(s) amount shall fail promptly to make constitute such paymentLender's portion of the Loan included in the applicable Balance. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent may make a demand therefor upon the Borrower, and the Borrower shall be entitled pay such amount to recover such amount, on demand, from the PayorAgent, together with interest as aforesaid, PROVIDED that if neither thereon for the recipient(s) nor the Payor shall return the Required Payment Compensation Period at a rate per annum equal to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment applicable to the Agent, without limiting applicable Balance. Nothing herein shall be deemed to relieve any claim Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Company Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice by the Agent to any Payor in with respect to any amount owing under this Section shall be conclusive, absent manifest error. (b) The Commitments and other obligations of the Required Payment)Lenders under any Loan Document are several and not joint. The default by any Lender in making an advance under the Revolving Loan or to fund any participation hereunder on any date required hereunder in accordance with its Commitment shall not relieve the other Lenders of their obligations under any Loan Document. In the event of any default by any Lender in making any advance under the Revolving Loan, each nondefaulting Lender shall be obligated to make its advance under the Revolving Loan but shall not be obligated to advance the amount which the defaulting Lender was required to advance hereunder. No Lender shall be responsible for any act or omission of any other Lender.

Non-Receipt of Funds by the Agent. Unless the Agent ------------ --------------------------------- shall have been notified in writing by a Lender or the Company (the "PAYOR") Borrower prior to one (1) Business Day before the date on time at which such Lender or the Payor Borrower is scheduled to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender it hereunder or (in the case of the CompanyBorrower) a payment to the Agent for the account of one any or more all of the Lenders hereunder (such payment being herein called the referred to as a "REQUIRED PAYMENTRequired Payment"), which notice shall be effective ---------------- upon actual receipt, that the Payor it does not intend to make the such Required Payment to the Agent, the Agent may (but shall not be required to) assume that the Required Payment has been made and may, in reliance upon such assumption may (but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient(s) on such date; 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(s) of such payment shall, on demand, or with respect to payment received by the Borrower, within three (3) Business Days after such receipt repay to the Agent for the Agent's own account the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day andday, if with respect to interest paid by such recipient(sLender, or (b) shall fail promptly the applicable rate provided under SECTION 1.02, with respect to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made paid by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)Borrower.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrower (the "PAYOR") prior to the date on which the Payor such Lender is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by such Lender it hereunder or (in the case of the Company) Borrower is to make a payment to the 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 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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, the Borrower and, if the Borrower fails to pay the amount thereof to the Agent forthwith upon demand, the Lenders ratably in proportion to their respective Commitment Percentages) shall, on demand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: period or (i) if the Required Payment shall represent a payment to be made by recipient is the Company to Borrower) the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)Past Due Rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company Borrowers (any such party as appropriate being the "PAYORPayor") prior to the date on which such Lender is to make payment hereunder to the Payor is Agent of the proceeds of a Loan or the Borrowers are to make payment to the Agent of (in Agent, as the case of a Lender) the proceeds of a Loan to may be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (either such payment being herein called the a "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(s) recipient on such date; date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and if such recipients are the Borrowers and the Payor Lender fails to pay the amount thereof to the Agent upon demand, the Borrowers) shall, on demand, repay to the Agent the amount so made available to the Borrowers together with interest thereon in respect of each day during for the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the average daily Federal Funds Rate for such day andperiod; provided further that as used in this ss. 11.13, if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, "Required Payment" does not include any amounts due from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment a Lender to the Agent within three Business Days which are to be settled on the next Settlement Date pursuant to ss. 2.14, but "Required Payment" shall include as of each Settlement Date any amounts due from a Lender to the Agent as part of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment Settlement Amount to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance paid on such Settlement Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)ss. 2.14.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Company Borrower (the "PAYOR") prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank hereunder or (in the case of the CompanyBorrower) a payment to the Agent for account of one or more of the Lenders Banks hereunder (such payment being herein called the "REQUIRED CREDIT AGREEMENT 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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company Borrower to the LendersBanks, the Company Borrower and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company Borrower under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Banks to the CompanyBorrower, the Payor and the Company Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company Borrower shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a the Lender or the Company (the "PAYORPayor") prior to the date on which the Payor is to make payment to the Agent of (in the case of a the Lender) the proceeds of a Loan to be made by such the Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders Lender hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (ia) if the Required Payment shall represent a payment to be made by the Company to the LendersLender, the Company and the recipient(srecipients) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (iib) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Lender to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Company a Borrower (the "PAYORPayor") prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank, or a participation in a Letter of Credit drawing to be acquired by such Bank, hereunder or (in the case of the CompanyBorrowers) a payment to the Agent for account of one or more of the Lenders Banks hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company Borrowers to the LendersBanks, the Company Borrowers (jointly and severally) and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company Borrowers under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan loan to be made by the Lenders a Bank to the CompanyBorrowers, the Payor and the Company Borrowers shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company Borrowers shall return the Required Payment to the Agent, without limiting any claim the Company Borrowers may have against the Payor in respect of the Required Payment); provided that the Agent shall only be entitled to retain interest in respect of a Required Payment pursuant to clause (i) or (ii) above from either the Payor or the recipient.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") Bank prior to 2 p.m. on the date on which the Payor such Bank is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan (or the payment of any amount by such Bank to reimburse the Issuer for a drawing under any Letter of Credit) to be made by such Lender it hereunder or (in by the case of Company prior to the Company) date on which the Company is to make a payment to the Agent for the account of the Agent, the Issuer or one or more of the Lenders hereunder Banks, as the case may be (such Bank or the Company being herein called the "PAYOR" and such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that 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(s) recipient on the date that such date; and, if Required Payment is to be made. If the Payor is the Company and the Company has not in fact made the Required Payment to the AgentAgent on or before such date, the recipient(s) of such payment Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Rate for such day andthe first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, if such recipient(sthe provisions of SECTION 2.1(A) AND SECTION 4.3(B) 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, PROVIDED that if neither the recipient(salso apply.) nor If the Payor shall return is a Bank and such Bank has not in fact made the Required Payment to the Agent within three Business Days on or before such date, such Bank shall, on demand, pay to the Agent the amount made available by the Agent on behalf of such Bank, together with interest thereon from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Fed Funds Rate for each of the Advance Date, then, retroactively to the Advance Date, the Payor first three days after demand and the recipient(s) shall for each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment day thereafter at the Post-Default Fed Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)plus 2%.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Company (either or both the "PAYORPayor") prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders Banks hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the LendersBanks, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Banks to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Company (the "PAYOR") Bank prior to the any date on which the Payor a Revolving Loan is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT")made, which notice shall be effective upon receipt, that the Payor such Bank does not intend to make the Required Payment available to the AgentAgent such Bank's pro rata share of the Revolving Loan requested, the Agent may assume that such Bank has made such amount available to the Required Payment has been made Agent on such date and Agent may, in reliance upon such assumption its sole discretion (but shall not be required obligated to), make the amount thereof available to the intended recipient(s) Borrower a corresponding amount on such date; and, if the Payor has . If such corresponding amount is not in fact made available to the Required Payment Agent by such Bank, the Agent shall be entitled to recover such corresponding amount on demand from such Bank together with interest thereon, for each day from the date the Agent made such amount available to the Borrower until the date such amount is repaid to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for two days and thereafter at the Default Rate. If such day and, if Bank does not pay such recipient(s) shall fail promptly to make such paymentcorresponding amount forthwith upon the Agent's demand therefor, the Agent shall be entitled to recover promptly notify the Borrower and the Borrower shall immediately pay such amount, on demand, from the Payor, together with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment corresponding amount to the Agent within three Business Days provided, however, that in such event the Borrower shall not have any obligation under Section 2.7(b) or Section 2.12(b) to reimburse such Bank for any loss, cost or expense which such Bank may incur as a result of the Advance Date, then, retroactively to the Advance Date, the Payor such prepayment and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a such payment to be made by the Company Borrower shall not be deemed a failure to make a borrowing hereunder after the Lenders, Borrower shall have given a Notice of Borrowing. Nothing in this Section 2.18 shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect any Bank as a result of the Required Payment)any default by such Bank hereunder.

Non-Receipt of Funds by the Agent. (a) Unless the Agent shall have has been notified by a Lender or the Company (the "PAYOR") prior to the date on which the Payor Company is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders Banks hereunder (such payment being herein called the "REQUIRED PAYMENT"“Required Payment”), which notice shall be effective upon receipt, that the Payor Company 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(s) applicable Banks on such date; and, if the Payor Company has not in fact made the Required Payment to the Agent, the recipient(s) of such payment applicable Banks shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE"“Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day and, if such recipient(s) Banks shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the PayorCompany, together with interest as aforesaid, PROVIDED provided that if neither the recipient(s) applicable Banks nor the Payor Company shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(sthen (x) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Post Default Rate and (y) the applicable Banks shall be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Federal Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Post Default Rate in respect of the Required Payment) and). (iib) Unless a Bank has delivered to the Agent a Declining Bank Notice pursuant to and in accordance with Section 2.02 and 2.12 in respect of any Revolving Loan, the Agent may assume that such Bank will make its Revolving Loan Line Portion of the requested Revolving Loan (such payment being herein called the “Required Loan Payment”) available and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the Company on the requested borrowing date; and, if the Bank has not in fact made such amount available to the Agent, the Company shall, on demand, repay to the Agent the Required Loan Payment shall represent proceeds so made available together with interest thereon in respect of a each day during the period commencing on the date (the “Loan to be Advance Date”) such amount was so made available by the Lenders Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day and, if the Company shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Company, the Payor and together with interest as aforesaid, provided that if neither the Company nor the applicable Bank shall each return the amount to the Agent within three Business Days of the Loan Advance Date, then (x) the applicable Banks shall be obligated retroactively to the Loan Advance Date to pay interest in respect of the Required Loan Payment at the rate of interest provided for Federal Funds Rate and (y) if such Bank’s Required Loan Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment is not made available to the AgentAgent by such Bank within five (5) Business Days of such Loan Advance Date, without limiting any claim the Company may have against Agent shall also be entitled to recover such amount for its own account with interest thereon at the Payor in respect rate per annum applicable to Base Rate Loans, within five (5) Business Days of demand from the Required Payment)Company.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Company (the "PAYOR"“Payor”) prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank hereunder or (in the case of the Company) a payment to the Agent for account of one or more of the Lenders Banks hereunder (such payment being herein called the "REQUIRED PAYMENT"“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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE"“Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the LendersBanks, (x) the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate and (y) the recipient(s) shall be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Federal Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Banks to the Company, (x) the Payor shall be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Federal Funds Rate and (y) the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") prior to the date on which the Payor is to make payment to the Agent of (in the case of a Lender) the proceeds of a Facility C Loan to be made by such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Facility C Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") Bank prior to 2 p.m. on the date on which the Payor such Bank is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan (or the payment of any amount by such Bank to reimburse the Issuer for a drawing under any Letter of Credit) to be made by such Lender it hereunder or (in by the case of Company prior to the Company) date on which the Company is to make a payment to the Agent for the account of the Agent, the Issuer or one or more of the Lenders hereunder Banks, as the case may be (such Bank or the Company being herein called the "Payor" and 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(s) recipient on the date that such date; and, if Required Payment is to be made. If the Payor is the Company and the Company has not in fact made the Required Payment to the AgentAgent on or before such date, the recipient(s) of such payment Banks, ratably in proportion to their respective Commitment Percentages, shall, on demand, repay to the Agent the amount so made available by the Agent, together with interest thereon in respect of each day during the period commencing on from the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Fed Funds Rate for such day andthe first three days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is the Company, if such recipient(sthe provisions of Section 2.2(a) and Section 4.3(b) 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, PROVIDED that if neither the recipient(salso apply.) nor If the Payor shall return is a Bank and such Bank has not in fact made the Required Payment to the Agent within three Business Days on or before such date, such Bank shall, on demand, pay to the Agent the amount made available by the Agent on behalf of such Bank, together with interest thereon from the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Fed Funds Rate for each of the Advance Date, then, retroactively to the Advance Date, the Payor first three days after demand and the recipient(s) shall for each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment day thereafter at the Post-Default Fed Funds Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment)plus 2%.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or by the Company Borrower (the "PAYOR"in either case, a “Payor”) prior to the date on which the such Payor is to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan Revolving Credit Advance to be made by such Lender hereunder or (in the case of the CompanyBorrower) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT"“Required Payment”), which notice shall be effective upon receiptreceipt by the Agent, that the such 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(s) on such date; and, if the such Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE"“Advance Date”) such amount was so made available by the Agent until the date the Agent recovers such amount amount, at a rate per annum equal to the interest rate applicable to LIBOR Loans or, if the Payor is a Lender, the Federal Funds Rate for such day in effect from time to time 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 such Payor, together with interest as aforesaid, PROVIDED ; provided that if neither the recipient(s) nor the such Payor shall return or make, as appropriate, the Required Payment to the Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, the such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment (without duplication) as follows: (ia) if the Required Payment shall represent a payment to be made by the Company Borrower to the Lenders, the Company Borrower and the recipient(s) shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof Borrower to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) ); and (iib) if the Required Payment shall represent proceeds of a Loan Revolving Credit Advance to be made by the Lenders to the CompanyBorrower, the such Payor and the Company Borrower shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof hereto (and, in case the Company Borrower shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect of the Required Payment). Nothing in this Section 1.19 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender Bank or the Company Borrower (the "PAYORPayor") prior to the date on which the Payor is to make payment to the Agent of (in the case of a LenderBank) the proceeds of a Loan to be made by such Lender Bank hereunder or (in the case of the CompanyBorrower) a payment to the Agent for account of one or more of the Lenders Banks hereunder (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(s) on such date; and, if the Payor has not in fact made the Required Payment to the Agentpayment, the recipient(s) of such payment recipient shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATEAdvance 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 day 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, PROVIDED provided that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three five Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment from and after such fifth Business Day as follows: (ia) if the Required Payment shall represent a payment to be made by the Company Borrower to the LendersBanks, the Company Borrower and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at a rate per annum equal to the Post-Default Base Rate in effect from time to time plus 2% (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company Borrower under Section 3.02 4.1(b) hereof to pay interest to such recipient(s) at the Post-Default Rate default rate in respect of the Required Payment) ); and (iib) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders Banks to the CompanyBorrower, the Payor and the Company Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at a rate per annum equal to the rate of interest provided for such Required Payment pursuant Base Rate in effect from time to Section 3.02 hereof time plus 2% (and, in case the Company Borrower shall return the Required Payment to the Agent, without limiting any claim the Company Borrower may have against the Payor in respect of the Required Payment).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Company (the "PAYOR") prior to the date on which 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 such Lender hereunder or (in the case of the Company) a payment to the Agent for 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 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(s) on recipient(s)on such date; and, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day 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, PROVIDED that if neither the recipient(s) nor the Payor shall return the Required Payment to the Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by the Company to the Lenders, the Company and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient(s) shall return the Required Payment to the Agent, without limiting the obligation of the Company under Section 3.02 hereof to pay interest to such recipient(s) at the Post-Default Rate in respect of the Required Payment) and (ii) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Company, the Payor and the Company shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 hereof (and, in case the Company shall return the Required Payment to the Agent, without limiting any claim the Company may have against the Payor in respect of the Required Payment).