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

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (either one as appropriate being the "Payor") prior to the date on and time as of which such notifying party Bank is scheduled to make payment hereunder to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit the Borrower is to be made by it hereunder or (in the case of the Borrower) a make payment to the Agent for account of one or more of Agent, as the Lenders hereunder case may be (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) 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 Bank 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 thereon, for the period commencing on from the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and average daily federal funds rate for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Marginsuch period.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or Borrowers (the Borrower "Payor") prior to the date on which such notifying party Lender is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (x) in the case of payment by a Lender, the Federal Funds Rate, and Effective Rate for such day for the Borrower as recipientfirst three days and, will be equal thereafter, the interest rate applicable to the Base Rate plus relevant Loan or (y) in the Applicable Margincase of payment by the Borrowers, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date date; and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, --------------------------------- as the case may be, notifies the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party it is scheduled to make payment to the Agent (or in the case of same day notice Alternate Base Advances, at the time such Lender receives notice from the Agent of a Committed Borrowing Notice requesting Alternate Base Rate Advances), of (i) in the case of a Lender) of , the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (ii) in the case of the 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")Lenders, which notice shall be effective upon receipt, ---------------- that 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 the amount thereof available to the intended recipient(s) on such date and, if assumption. If such Lender or the Borrower (Borrower, as the case may be) , 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (i) in the case of payment by a Lender, the Federal Funds RateEffective Rate for such day or (ii) in the case of payment by the Borrower, and for the Borrower as recipient, will be equal interest rate applicable to the Base Rate plus the Applicable Marginrelevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.. CREDIT AGREEMENT

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Revolving Credit Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date time on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the "PAYOR") prior to the date on which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) Borrower is to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, Rate for such period and for the Borrower as (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Base Rate plus amount calculated in accordance with the Applicable Marginforegoing CLAUSE (a).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the "PAYOR") prior to the date on time upon which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or (including a payment under a Letter of Credit Refunded Swing Line Loan) to be made by it hereunder or (in the case of the Borrower) Borrower is to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and Rate for such day (when the Borrower as recipient, will be recipient is a Bank) or equal to the Base Rate plus rate of interest applicable to such Loan (when the Applicable Marginrecipient is the Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower Borrowers (either one as appropriate being the "Payor") prior to the date on which such notifying party Lender is scheduled to make payment hereunder to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit the Borrowers is to be made by it hereunder or (in the case of the Borrower) a make payment to the Agent for account of one or more of Agent, as the Lenders hereunder case may be (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment (and, if such recipient is a Borrower and the Payor Lender fails to pay the amount thereof to the Agent forthwith upon demand) such 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the average daily Federal Funds Rate, and Rate for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Marginsuch period.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Tranche B Loan or a payment under a Tranche B Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower Company prior to the date on which such notifying party is scheduled to make payment to the Agent of (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the BorrowerCompany) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower Company (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, 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (i) the Federal Funds Rate (but not to exceed the Highest Lawful Rate), and for Required Payments required to be made by any Lender, or (ii) the Borrower as recipientPost-Default Rate (but not to exceed the Highest Lawful Rate), will for Required Payments required to be equal to made by the Base Rate plus the Applicable MarginCompany.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such notifying party Lender is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan (or funding of a payment drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by it hereunder or (in the case of the Borrower) 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 it 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment shall(or, on demandif such recipient is the beneficiary of a Letter of Credit, repay the Borrower and, if the Borrower fails to pay the amount thereof to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until, but excludingforthwith upon demand, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal Lenders ratably in proportion to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.their respective

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or Parent (the Borrower "PAYOR") prior to the date on which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) Borrowers are to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, Effective Rate for such period and for the Borrower as (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Base Rate plus amount calculated in accordance with the Applicable Marginforegoing CLAUSE (a).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such notifying party Lender is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (i) if recovered from a Lender, at the Federal Funds RateRate for such period and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Loan, as determined pursuant to Section 2.6 and for the Borrower as (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Base Rate plus amount calculated in accordance with the Applicable Marginforegoing clause (a).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by (i) a Lender Bank or (ii) the Borrower (the "Payor") prior to the date on which such notifying party Bank is scheduled to make payment hereunder to the Agent (in the case of a Lender) of the proceeds of a Loan or a the Borrower is to make any payment under a Letter of Credit hereunder to be made by it hereunder or (in the Agent, as the case of the Borrower) a payment to the Agent for account of one or more of the Lenders hereunder may be (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) 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 Bank 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the average daily Federal Funds Rate, and Rate for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Marginsuch period.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable MarginFixed Rate.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) Borrower is to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, Effective Rate for such period and for the Borrower as (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Base Rate plus amount calculated in accordance with the Applicable Marginforegoing clause (a).

Non-Receipt of Funds by the Agent. Unless Subject to the provisions of Section 9.2 hereof, and without limiting any of the other rights and remedies of the Agent --------------------------------- and the Banks hereunder, unless the Agent shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) Borrower is to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and Rate for such day (when the Borrower as recipient, will be recipient is a Bank) or equal to the Base Federal Funds Rate plus for the Applicable Marginfirst three Business Days after receipt and thereafter the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower Company (the "Payor") prior to the date on which such notifying party the Payor is scheduled to make payment to the Agent of (in the case of a LenderBank) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the BorrowerCompany) 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 it 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 such Lender or the Borrower (as the case may be) 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds RateRate for such day and, and for if such recipient(s) shall fail promptly to make such payment, the Borrower Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as recipient, will be equal to the Base Rate plus the Applicable Marginaforesaid.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (either one as appropriate being the "Payor") prior to the date on which such notifying party Bank is scheduled to make payment hereunder to the Agent (in the case of a Lender) of the proceeds of a Revolving Credit Loan or a payment under a Letter of Credit the Borrower is to be made by it hereunder or (in make Payment to the Agent, as the case of the Borrower) a payment to the Agent for account of one or more of the Lenders hereunder may be (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment 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 the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and Rate for such day (when the Borrower as recipient, will be Agent recovers such amount from a Bank) or equal to the Base Rate plus rate of interest applicable to such Revolving Credit Loan (when the Applicable MarginAgent recovers such amount from the Borrower) and, if such recipient shall fail to make such payment promptly, the Agent shall be entitled to recover such amount, on demand, from the Payor, with interest as aforesaid.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds RateRate plus one percent (1.0%), and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower Borrowers (the "PAYOR" ) prior to the date on which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) Borrowers are to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"REQUIRED PAYMENT" ), which notice shall be effective upon receipt, ---------------- that it 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum whichequal (i) when the recipient is a Bank, for any Lender as recipient, will be equal to the Federal Funds RateRate for such day, and for or (ii) the Borrower as recipient, will be equal rate of interest applicable to such Loan (when the Base Rate plus recipient is the Applicable MarginBorrowers).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable MarginFixed Rate.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable MarginRate.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower (the "Payor") prior to the date on which such notifying party Lender is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (i) if recovered from a Lender, at the Federal Funds RateRate for such period and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Advance, as determined pursuant to Sections 2.4, 3.4 and for the Borrower as 4.2 and (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, will be equal to the Base Rate plus amount calculated in accordance with the Applicable Marginforegoing clause (a).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified in writing by a Lender or the Borrower prior to the date on which such notifying party Lender or the Borrower is scheduled to make payment to the Agent of (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 Payment"), which notice shall be effective upon actual receipt, ---------------- that 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 and, if such Lender or the 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (a) the Federal Funds RateRate for such day, and for with respect to interest paid by such Lender, or (b) the Borrower as recipientapplicable rate provided under Section 1.2, will be equal with respect to interest paid by the Base Rate plus the Applicable MarginBorrower.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the “Payor”) prior to the date on which such notifying party the Payor is scheduled to make a payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it 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, may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (if the Federal Funds Raterecipient is the Borrower) the Prime Rate for such day, and (if the recipient is a Bank) the Fed Funds Rate for such day as determined by the Borrower Agent; 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 recipient, will be equal to aforesaid at the Base Prime Rate plus (if the Applicable MarginPayor is the Borrower) or the Fed Funds Rate (if the Payor is a Bank).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the “Payor”) prior to the date on time upon which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or (including a payment under Revolving Loan used for the purpose of refunding a Letter of Credit Swing Line Loan) to be made by it hereunder or (in the case of the Borrower) Borrower is to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and Rate for such day (when the Borrower as recipient, will be recipient is a Bank) or equal to the Base Rate plus rate of interest applicable to such Loan (when the Applicable Marginrecipient is the Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the " Payor ") prior to the date on which such notifying party the Payor is scheduled to make a payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) a payment to the Agent for account of one or more of the Lenders hereunder (such payment being herein called the "" Required PaymentPayment "), which notice shall be effective upon receipt, ---------------- that it 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, may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (if the Federal Funds Raterecipient is the Borrower) the Prime Rate for such day, and (if the recipient is a Bank) the Fed Funds Rate for such day as determined by the Borrower Agent; 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 recipient, will be equal to aforesaid at the Base Prime Rate plus (if the Applicable MarginPayor is the Borrower) or the Fed Funds Rate (if the Payor is a Bank).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date time on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower Borrowers (the 'PAYOR') prior to the date on which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) Borrowers are to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"'REQUIRED PAYMENT'), which notice shall be effective upon receipt, ---------------- that it 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (i) when the recipient is a Bank, the Federal Funds RateRate for such day, and for or (ii) when the Borrower as recipientrecipient is a Borrower, will be equal the rate of interest applicable to the Base Rate plus the Applicable Marginsuch Loan.

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

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower Company (the "Payor") prior to the date on time by which such notifying party the Payor is scheduled to make a payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it 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, may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (if the Federal Funds Raterecipient is the Company) the Alternate Base Rate for such day, and (if the recipient is a Bank) the Fed Funds Rate for such day as determined by the Borrower Agent; 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 recipient, will be equal to aforesaid at the Alternate Base Rate plus (if the Applicable MarginPayor is the Company) or the Fed Funds Rate (if the Payor is a Bank).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower Borrowers prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the BorrowerBorrowers) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower Borrowers (as the case may be) has not in fact made the Required Payment to the Agent, the recipient(s) of such payment shall, on within one Business Day of 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower Borrowers as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on which such notifying party the Payor is scheduled to make a payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it 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, may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (if the Federal Funds Raterecipient is the Borrower) the Prime Rate for such day, and (if the recipient is a Bank) the Fed Funds Rate for such day as determined by the Borrower Agent; 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 recipient, will be equal to aforesaid at the Base Prime Rate plus (if the Applicable MarginPayor is the Borrower) or the Fed Funds Rate (if the Payor is a Bank).

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower Company (the "PAYOR") prior to the date on time by which such notifying party the Payor is scheduled to make a payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the 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 it 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, may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Alternate Base Rate plus for such day; and if such recipient(s) shall fail promptly to make such payment, the Applicable MarginAgent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid at the Alternate Base Rate.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Tranche A Loan or a payment under a Tranche A Letter of Credit to be made by it hereunder or (in the case of the Borrower) 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 it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the 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, 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 such amount was so made available by the Agent until, until but excluding, excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent --------------------------------- shall have been notified by a Lender Bank or the Borrower (the "Payor") prior to the date on time upon which such notifying party Bank is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or (including a payment under a Letter of Credit Refunded Swing Line Loan) to be made by it hereunder or (in the case of the Borrower) Borrower is to make a payment to the Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ---------------- that it the Payor does not intend to make the Required Payment to the 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, if such Lender or the Borrower (as the case may be) Payor has not in fact made the Required Payment to the Agent, the recipient(s) recipient of such payment 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 such amount was so made available by the Agent until, but excluding, until the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and Rate for such day (when the Borrower as recipient, will be recipient is a Bank) or equal to the Base Rate plus rate of interest applicable to such Loan (when the Applicable Marginrecipient is the Borrower).