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

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent prior to the date on which it is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.

Non-Receipt of Funds by Administrative Agent. (a) Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on which it the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is scheduled made available to make Borrower to but excluding the date of payment to the Administrative Agent of Agent, at (iA) in the case of a payment to be made by such Lender, a Borrowingthe Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (iiB) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsABR Loans. If the Borrower and any such Lender shall each pay any such amount made available by interest to the Administrative Agent on behalf of such Lender for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available such payment to the proceeds of a Loan to be made by such LenderAdministrative Agent.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Lead Borrower (in either case, and along with Borrower, the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment by the Borrower, the applicable interest rate applicable due hereunder with respect to Adjusted Base Rate Borrowings. If the payments returned by Borrower and any Lender shall each pay any such amount made available by the to Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrower (in either case, the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment by the Borrower, the applicable interest rate applicable due hereunder with respect to Adjusted Base Rate Borrowings. If the payments returned by Borrower and any Lender shall each pay any such amount made available by the to Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or Administrative Agent shall have received written notice from a Lender, as Borrower or PR Borrower (the case may be, notifies Administrative Agent "Payor") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders 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 such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided, however, that if neither the recipient(s) nor the Payor shall return the Required Payment to Administrative Agent within three Business Days of the date such demand was made, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):

Non-Receipt of Funds by Administrative Agent. Unless (a) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be required to make any amount available to the Borrower or a Lender, as hereunder except to the case may be, notifies extent that the Administrative Agent shall have received such amounts from the Banks as set forth herein; provided, however, that unless the Administrative Agent shall have been notified by a Bank prior to the date on which it time the applicable Loan is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, be made hereunder that it such Bank does not intend to make such paymentits Pro-Rata Share of the applicable Loan available to the Administrative Agent, the Administrative Agent may (but is not required to) assume that such payment Bank has been made. Administrative Agent may, but shall not be obligated to, make the amount of made such payment Pro-Rata Share available to the intended recipient Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumptionassumption make available to the Borrower a corresponding amount. If In such Lender or the Borrowerevent, as the case may be, if a Bank has not in fact made such payment its share of the applicable borrowing available to the Administrative Agent, then the recipient of such payment shall, promptly after demand by Administrative Agent, repay applicable Bank and the Borrower severally agree to pay to the Administrative Agent the forthwith on demand such corresponding amount so made available together with interest thereon in respect of thereon, for each day during the period commencing on from and including the date such amount was so is made available by Administrative Agent until to the Borrower to but excluding the date of payment to the Administrative Agent recovers such amount Agent, at a rate per annum equal to (i) in the case of payment to be made by a Lendersuch Bank, the greater of the daily average of the Federal Funds Effective Rate (as and a rate determined by the Administrative Agent) or Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsRate. If the Borrower and any Lender such Bank shall each pay any such amount made available by interest to the Administrative Agent on behalf of such Lender for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender Bank that shall have failed to make available such payment to the proceeds of Administrative Agent. If at any time a Bank is obligated to make a Loan but does not make such Loan available, either to the Borrower or the Administrative Agent, as applicable, such unfunded amount shall be deemed to be made by such Lenderoutstanding for purposes of calculating the Unused Line Fee.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender (the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder (such payment being herein called the “Required Payment”), a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to the greater of (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate Lenders and (as determined b) the applicable interest rate due hereunder with respect to payments returned by Borrower to Administrative Agent, and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower Required Payment as follows: if the Required Payment shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the represent proceeds of a Loan to be made by the Lenders to Borrower, the Payor and Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the applicable interest rate due hereunder with respect to such Loan, it being understood that the return by Borrower of the Required Payment to Administrative Agent shall not limit any claim Borrower may have against the Payor in respect of such Required Payment and shall not relieve such Payor of any obligation it may have hereunder or under any other Loan Documents to Borrower and no advance by Administrative Agent to Borrower under this Section 2.10 shall release any Lender of its obligation to fund such Loan except as set forth in the following sentence. If any such Lender shall thereafter advance any such Required Payment to Administrative Agent, such Required Payment shall be deemed such Lender’s applicable Loan to Borrower.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received written notice from a Lender or Borrower (the "PAYOR") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders 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 such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum PER ANNUM equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; PROVIDED, HOWEVER, that if neither the recipient(s) nor the Payor shall return the Required Payment to Administrative Agent within three Business Days of the date such demand was made, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent prior to the date on which it is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective EffectiveOvernight Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.

Non-Receipt of Funds by Administrative Agent. Unless Without limiting the Borrower provisions of Section 13.11 below as to the Lenders, and Section 12.1 below as to Borrower, unless Administrative Agent shall have been notified by a Lender or a LenderBorrower, as the case may bebe (for the purposes of this Section 2.2(h), notifies Administrative Agent each a "Payor") prior to the date on which it such Payor is scheduled required to make payment to Administrative Agent of (i) in the case of a Lender, Lender pursuant to Section 2.2(b) above) the proceeds of a BorrowingLoan to be made by such Payor hereunder, or (ii) in the case of the Borrower, Borrower pursuant to Section 2.2(d) above) a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it such Payor does not intend to make such paymentRequired Payment to Administrative Agent, Administrative Agent may assume that such payment Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) of such assumptionRequired Payment (a "Payee") on such date. If such Lender or the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient Payee of such payment from Administrative Agent shall, promptly within one (1) Business Day after demand by Administrative Agent's demand therefor, repay to Administrative Agent the amount so made available paid 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 paid by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) the Federal Funds Rate for such day in the case of payment payments required to be returned to Administrative Agent by a Lenderany of the Lenders, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment Applicable Interest Rate due hereunder with respect to payments returned by the BorrowerBorrower to Administrative Agent, the interest rate applicable and, if such Payee(s) shall fail to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any promptly make such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping periodpayment, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the applicable Payor, together with interest at the aforesaid rates; provided, however, that if neither the Payee(s) nor applicable Payor shall return the Required Payment to Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, such Payor and the amount paid by Payee(s) shall each be obligated to pay interest on the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower Administrative Agent shall have been notified by a Lender or a LenderBorrower (in either case, as the case may be, notifies Administrative Agent “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, ) the proceeds of the Loans to be made by such Lender hereunder or (ii) in the case of the a Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (ii) in the case of payment by the Borrower, the applicable interest rate applicable due hereunder with respect to Adjusted Base Rate Borrowings. If the payments returned by a Borrower and any Lender shall each pay any such amount made available by the to Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date (unless Borrowers are the Payor, in which case such period shall be five (5) days), then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent prior to has received written notice from Borrower before the date on which it Borrower is scheduled required hereunder to make a payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it Borrower does not intend to make such paymentthat payment as and when due, Administrative Agent may assume that such Borrower has so made that payment has been made. Administrative Agent may, and may (but shall not be obligated required to, ) make the amount of such payment available to Lenders on the intended recipient in reliance upon such assumptiondate that payment is due an amount equal to that payment. If such Lender or the Borrower, as the case may be, Borrower has not in fact made such that payment to Administrative Agent, the recipient of such payment each Lender shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available to it, together with interest thereon in respect of on that amount accrued for each day during the period commencing on from and including that payment date to but excluding the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount of repayment at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) for that date. On the date of disbursement of an Advance or (ii) in the case issuance of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf a Letter of such Lender for the same or overlapping periodCredit, the Administrative Agent shall promptly remit be entitled to assume that each Lender (other than any Lender that has given Administrative Agent notice to the contrary) has made funds available to Administrative Agent as required hereunder, and Administrative Agent may (but shall not be required to) credit funds to Borrower in an amount equal to the aggregate of the principal amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan Advances to be made on that date by all Lenders from which no such Lendernotice has been received. If any Lender that has not given that notice fails to make funds available as required hereunder and Administrative Agent has credited to Borrower an amount equal to that aggregate, Administrative Agent shall be entitled at its option to recover from either that Lender or Borrower, on demand, an amount equal to the Advance that was to have been made by that Lender on that date, together with interest on that amount accrued for each day from and including the applicable date of the Advance to but excluding the date of that recovery at a rate per annum equal to the Federal Funds Rate for that day.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Bank or Borrower (as used in this Section, “Payor”) prior to the date on which it such Bank is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Administrative Agent for the account of one or more Banks, as the Lenderscase may be (as used in this Section, such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or the Borrowerdate and, as the case may be, if Payor has not in fact made such payment the Required Payment to Administrative Agent, (a) the recipient of such payment shall, promptly after demand by Administrative Agenton demand, repay pay to Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any then in effect for such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the and (b) Administrative Agent shall promptly remit be entitled to the Borrower offset against any and all sums to be paid to such recipient, the amount paid by calculated in accordance with the Borrower for such periodforegoing clause (a). Any payment The obligations of the Banks under this Agreement to make the Loans, to issue or participate in Letters of Credit and to make payments under this Section, Section 12.14, Section 13.6(c), or Section 14.4, as applicable, are several and are not joint or joint and several. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrower shall be without prejudice to not relieve it or any claim the Borrower may have against a other Lender that shall have failed of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the proceeds borrowing date, but no Lender shall be responsible for the failure of a any other Lender to make its Commitment Percentage of such Loan to be made by such Lender.available on the borrowing date

Non-Receipt of Funds by Administrative Agent. (a) Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Lender prior to the proposed date on which it is scheduled to make payment to Administrative Agent of any Borrowing of SOFR Loans (i) or, in the case of a Lenderany Borrowing of ABR Loans, a prior to 12:00 noon on the date of such Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees that such Lender will not make available to the Administrative Agent for the account such Xxxxxx’s share of the Lenders, that it does not intend to make such paymentBorrowing, Administrative Agent may assume that such payment Lender has been made. Administrative Agent made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to Borrower a corresponding amount. If In such event, if a Lender or the Borrower, as the case may be, has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (iA) in the case of a payment to be made by a such Lender, the Federal Funds Effective Rate (as determined Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent) or Agent in connection with the foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsABR Loans. If the Borrower and any such Lender shall each pay any such amount made available by the interest to Administrative Agent on behalf of such Lender for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan such payment to be made by such LenderAdministrative Agent.

Non-Receipt of Funds by Administrative Agent. (a) Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Lender prior to the proposed date on which it is scheduled to make payment to Administrative Agent of any Borrowing of LIBOR Loans (i) or, in the case of a Lenderany Borrowing of ABR Loans, a prior to 12:00 noon on the date of such Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees that such Lender will not make available to the Administrative Agent for the account such Lender’s share of the Lenders, that it does not intend to make such paymentBorrowing, Administrative Agent may assume that such payment Lender has been made. Administrative Agent made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to Borrower a corresponding amount. If In such event, if a Lender or the Borrower, as the case may be, has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (iA) in the case of a payment to be made by a such Lender, the Federal Funds Effective Rate (as determined Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent) or Agent in connection with the foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsABR Loans. If the Borrower and any such Lender shall each pay any such amount made available by the interest to Administrative Agent on behalf of such Lender for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan such payment to be made by such LenderAdministrative Agent.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received written notice from a Lender or Borrower (the "Payor") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders hereunder (each such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided, however, that if neither the recipient(s) nor the Payor shall return the Required Payment to Administrative Agent within three Business Days of the date such demand was made, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):

Non-Receipt of Funds by Administrative Agent. Unless Without limiting the Borrower provisions of Section 13.11 below as to the Lenders, and Section 12.01 below as to Borrower, unless Administrative Agent shall have been notified by a Lender or a LenderBorrower, as the case may bebe (for the purposes of this Section 2.02(g), notifies Administrative Agent each a "Payor") prior to the date on which it such Payor is scheduled required to make payment to Administrative Agent of (i) in the case of a Lender, Lender pursuant to Section 2.02(b) above) the proceeds of a BorrowingLoan to be made by such Payor hereunder, or (ii) in the case of the Borrower, Borrower pursuant to Section 2.02(d) above) a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it such Payor does not intend to make such paymentRequired Payment to Administrative Agent, Administrative Agent may assume that such payment Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) of such assumptionRequired Payment (a "Payee") on such date. If such Lender or the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient Payee of such payment from Administrative Agent shall, promptly within one (1) Business Day after demand by Administrative Agent's demand therefor, repay to Administrative Agent the amount so made available paid 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 paid by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) the Federal Funds Rate for such day in the case of payment payments required to be returned to Administrative Agent by a Lenderany of the Lenders, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment Applicable Interest Rate due hereunder with respect to payments returned by the BorrowerBorrower to Administrative Agent, the interest rate applicable and, if such Payee(s) shall fail to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any promptly make such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping periodpayment, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the applicable Payor, together with interest at the aforesaid rates; provided, however, that if neither the Payee(s) nor applicable Payor shall return the Required Payment to Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, such Payor and the Payee(s) shall each be obligated to pay interest on the Required Payment as follows: if the Required Payment shall represent a payment to be made by Borrower to the amount paid Lenders, Borrower and the Payee(s) shall each be obligated to pay interest retroactively to the Advance Date in respect of the Required Payment at the Default Rate (without duplication of the obligation of Borrower under Section 3.01 to pay interest on the Required Payment at the Default Rate), it being understood that the return by the recipient(s) of the Required Payment to Administrative Agent shall not limit such obligation of Borrower for such period. Any payment by under Section 3.01 to pay interest at the Borrower Default Rate in respect of the Required Payment, and if the Required Payment shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the represent proceeds of a Loan to be made by the Lenders to Borrower, such Payor and Borrower shall each be obligated to pay interest retroactively to the Advance Date in respect of the Required Payment pursuant to whichever of the rates specified in Section 3.01 is applicable to the Type of such Loan (without duplication of Borrower's obligation to pay interest pursuant to Section 3.01 on the Required Payment), it being understood that the return by Borrower of the Required Payment to Administrative Agent shall not limit any claim that Borrower may have against such Payor in respect of such Required Payment and shall not relieve such Payor of any obligation it may have hereunder or under any other Loan Documents to Borrower and no advance by Administrative Agent to Borrower under this Section 2.02 shall release any Lender of its obligation to fund such Loan except as set forth in the following sentence. If any such Lender shall thereafter advance any such Required Payment to Administrative Agent, such Required Payment shall be deemed such Lender's applicable Loan to Borrower.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrowers (in either case, the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, Borrowers) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment by the Borrower, the applicable interest rate applicable due hereunder with respect to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available payments returned by the Borrowers to Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent prior to the date on which it is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Overnight Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrower (in either case, the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment by the Borrower, the applicable interest rate applicable due hereunder with respect to Adjusted Base Rate Borrowings. If the payments returned by Borrower and any Lender shall each pay any such amount made available by the to Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Bank prior to the date on which it such Bank is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees provide funds to the Administrative Agent for a Loan to be made by such Bank that such Bank will not make available to the account of Administrative Agent such funds, the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment Bank has been made. made such funds available to the Administrative Agent on the date of such Loan in accordance with Section 2.04 and the Administrative Agent in its sole discretion may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender or the Borrower, as the case may be, has Bank shall not in fact have made such payment funds available to the Administrative Agent, such Bank agrees to repay the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the forthwith on demand such corresponding amount so made available together with interest thereon in respect of thereon, for each day during the period commencing on from the date such amount was so is made available by Administrative Agent to the Borrower until the date Administrative Agent recovers such amount at a rate per annum equal is repaid to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in , at the case of payment by the Borrower, the interest customary rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available set by the Administrative Agent on behalf of such Lender for the same or overlapping periodcorrection of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, the Administrative Agent shall promptly remit notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent 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 Administrative Agent, at the rate of interest applicable at the time to such proposed Loan. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Bank hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount paid by then due such Bank. If and to the Borrower for such period. Any payment by extent the Borrower shall be without prejudice not have so made such payment in full to any claim the Borrower may have against a Lender that Administrative Agent, each Bank shall have failed repay to make available the proceeds Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of a Loan to be made by such Lendererrors among banks for three (3) Banking Days and thereafter at the Base Rate.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or the Company (the "Payor") prior to the date on which it such Lender is scheduled to make payment to Administrative Agent of (i) in the case proceeds of a Lender, Loan to be made by it hereunder (or the payment of any amount by such Lender to reimburse the applicable Issuer for a Borrowing, drawing under any Letter of Credit) or (ii) in the case of the Borrower, Company is to make a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative AgentAgent on or before such date, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, the Company and, if the Company fails to pay the amount thereof to Administrative Agent forthwith upon demand, the Lenders ratably in proportion to their respective Commitment Percentages) shall, promptly after demand by Administrative Agenton demand, repay pay to Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.

Non-Receipt of Funds by Administrative Agent. (a) Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on which it the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is scheduled made available to make Borrower to but excluding the date of payment to the Administrative Agent of Agent, at (iA) in the case of a payment to be made by such Lender, a Borrowingthe Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (iiB) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsABR Loans. If the Borrower and any such Lender shall each pay any such amount made available by interest to the Administrative Agent on behalf of such Lender for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available such payment to the proceeds of a Loan to be made by such LenderAdministrative Agent.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrower (in either case, the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender date, provided, however, that if the Payor is a Lender, Administrative Agent shall provide notice to Borrower of the advance of the Required Payment on or prior to the BorrowerAdvance Date and Borrower shall have the right to consent to the same; and, as if the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment Applicable Interest Rate due hereunder with respect to payments returned by the Borrower, the interest rate applicable Borrower to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent (except to the extent actually paid by Borrower on behalf of the applicable Payment Date) and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Borrower the amount paid by the Borrower for Payor, together with interest as aforesaid; provided that or if such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds is not made within three (3) Business Days of a Loan to be made by such Lender.demand:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies -------------------------------------------- Administrative Agent shall have received written notice from a Lender or Borrower (the "Payor") prior to the date on which it the Payor is scheduled to make payment ----- to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders hereunder (each such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it the ---------------- Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so ------------ made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor --------- such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided, however, that if -------- ------- neither the recipient(s) nor the Payor shall return the Required Payment to Administrative Agent within three Business Days of the date such demand was made, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent prior to the date on which it is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.for

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Bank or Borrower (as used in this Section, “Payor”) prior to the date on which it such Bank is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Administrative Agent for the account of one or more Banks, as the Lenderscase may be (as used in this Section, such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or the Borrowerdate and, as the case may be, if Payor has not in fact made such payment the Required Payment to Administrative Agent, (a) the recipient of such payment shall, promptly after demand by Administrative Agenton demand, repay pay to Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any then in effect for such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the and (b) Administrative Agent shall promptly remit be entitled to the Borrower offset against any and all sums to be paid to such recipient, the amount paid by calculated in accordance with the Borrower for such periodforegoing clause (a). Any payment The obligations of the Banks under this Agreement to make the Loans, to issue or participate in Letters of Credit and to make payments under this Section, Section 12.14, Section 13.6(c), or Section 14.4, as applicable, are several and are not joint or joint and several. The failure of any Bank to make available its Commitment Percentage of any Loan requested by the Borrower shall be without prejudice to not relieve it or any claim the Borrower may have against a Lender that shall have failed other Bank of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the proceeds borrowing date, but no Bank shall be responsible for the failure of a any other Bank to make its Commitment Percentage of such Loan to be made by such Lenderavailable on the borrowing date.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Bank or the Company (the "Payor") prior to the date on which it such Bank is scheduled to make payment to Administrative Agent of (i) in the case proceeds of a Lender, Loan to be made by it hereunder (or the payment of any amount by such Bank to reimburse the applicable Issuer for a Borrowing, drawing under any Letter of Credit) or (ii) in the case of the Borrower, Company is to make a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative AgentAgent on or before such date, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, the Company and, if the Company fails to pay the amount thereof to Administrative Agent forthwith upon demand, the Banks ratably in proportion to their respective Commitment Percentages) shall, promptly after demand by Administrative Agenton demand, repay pay to Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.

Non-Receipt of Funds by Administrative Agent. (a) Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on which it the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is scheduled made available to make Borrower to but excluding the date of payment to the Administrative Agent of Agent, at (iA) in the case of a payment to be made by such Lender, a Borrowingthe Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (iiB) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsABR Loans. If the Borrower and any such Lender shall each pay any such amount made available by interest to the Administrative Agent on behalf of such Lender for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Lenders hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Lenders, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the L/C Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or L/C Lender, in immediately available funds with interest thereon, for each day from and including the proceeds date such amount is distributed to it to but excluding the date of a Loan payment to the Administrative Agent, at the Federal Funds Rate. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be made by such Lenderconclusive, absent manifest error. SECTION 4.07.

Non-Receipt of Funds by Administrative Agent. (a) Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Lender prior to the proposed date on which it is scheduled to make payment to Administrative Agent of any Borrowing of Term SOFR Loans (i) or, in the case of a Lenderany Borrowing of ABR Loans, a prior to 12:00 p.m. (noon) New York time on the date of such Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees that such Lender will not make available to the Administrative Agent for the account such Lender’s share of the Lenders, that it does not intend to make such paymentBorrowing, Administrative Agent may assume that such payment Lender has been made. Administrative Agent made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to Borrower a corresponding amount. If In such event, if a Lender or the Borrower, as the case may be, has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (iA) in the case of a payment to be made by a such Lender, the Federal Funds Effective Rate (as determined Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent) or Agent in connection with the foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsABR Loans. If the Borrower and any such Lender shall each pay any such amount made available by the interest to Administrative Agent on behalf of such Lender for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan such payment to be made by such LenderAdministrative Agent.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies A.Unless Administrative Agent shall have received notice from Lender prior to the date on which it Lender is scheduled to make payment provide funds to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees for an advance to the be made by Lender that Lender will not make available to Administrative Agent for the account of the Lenders, that it does not intend to make such paymentfunds, Administrative Agent may assume that Lender has made such payment has been made. funds available to Administrative Agent on the date of such advance in accordance with the terms of this Agreement and the Loan Documents and Administrative Agent in its sole discretion may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If such and to the extent Lender or the Borrower, as the case may be, has shall not in fact have made such payment funds available to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, Lender agrees to repay to Administrative Agent the forthwith on demand such corresponding amount so made available together with interest thereon in respect of thereon, for each day during the period commencing on from the date such amount was so is made available to Borrower until the date such amount is repaid to Administrative Agent, at the customary rate set by Administrative Agent until for the date Administrative Agent recovers such amount correction of errors among banks for three (3) Business Days (as defined in the Participation Agreement) and thereafter at a rate per annum equal to (i) in the case rate of payment interest established by a Lender, the Federal Funds Effective CoBank from time to time as its CoBank Base Rate (as determined by the “Base Rate”). If Lender shall repay to Administrative Agent such corresponding amount, such amount so repaid shall constitute Lender’s advance for purposes of this Agreement and the Loan Documents. If Lender does not pay such corresponding amount forthwith upon Administrative Agent) or (ii) in the case of payment by the Borrower’s demand therefor, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the notify Borrower, and Borrower shall be without prejudice immediately pay such corresponding amount to any claim Administrative Agent with the interest thereon, for each day from the date such amount is made available to Borrower may have against a Lender that shall have failed until the date such amount is repaid to make available Administrative Agent, at the proceeds rate of a Loan interest applicable at the time to be made by such Lenderproposed advance.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies -------------------------------------------- Administrative Agent prior shall have received written notice from a Lender or Borrower (the "Payor")prior to the date on which it the Payor is scheduled to make payment to ----- Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders 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 such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so ------------ made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor --- ----- such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided, however, that if -------- ------- neither the recipient(s) nor the Payor shall return the Required Payment to Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrower (in either case, the "Payor") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders"Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment by the Borrower, the applicable interest rate applicable due hereunder with respect to Adjusted Base Rate Borrowings. If the payments returned by Borrower and any Lender shall each pay any such amount made available by the to Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Bank prior to the date on which it such Bank is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees provide funds to the Administrative Agent for a Loan to be made by such Bank that such Bank will not make available to the account of Administrative Agent such funds, the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment Bank has been made. made such funds available to the Administrative Agent on the date of such Loan in accordance with Section 2.04 and the Administrative Agent in its sole discretion may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to such Revolving Credit Borrower or Term Loan Borrower on such date a corresponding amount. If and to the extent such Lender or the Borrower, as the case may be, has Bank shall not in fact have made such payment funds available to the Administrative Agent, such Bank agrees to repay the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the forthwith on demand such corresponding amount so made available together with interest thereon in respect of thereon, for each day during the period commencing on from the date such amount was so is made available by Administrative Agent to the Revolving Credit Borrowers and the Term Loan Borrower until the date Administrative Agent recovers such amount at a rate per annum equal is repaid to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in , at the case of payment by the Borrower, the interest customary rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available set by the Administrative Agent on behalf of such Lender for the same or overlapping periodcorrection of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, the Administrative Agent shall promptly remit notify the applicable Revolving Credit Borrowers or Term Loan Borrower, and such Co-Borrower shall immediately pay such corresponding amount to the Administrative Agent with interest thereon, for each day from the date such amount is made available to the Revolving Credit Borrowers and the Term Loan Borrower until the date such amount is repaid to the Administrative Agent, at the rate of interest applicable at the time to such proposed Loan. Unless the Administrative Agent shall have received notice from the applicable Revolving Credit Borrower or Term Loan Borrower prior to the date on which any payment is due to any Bank hereunder that the such party will not make such payment in full, the Administrative Agent may assume that the Revolving Credit Borrowers and the Term Loan Borrower have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount paid then due such Bank. If and to the extent the Revolving Credit Borrowers or the Term Loan Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the customary rate set by the Borrower Administrative Agent for such period. Any payment by the Borrower shall be without prejudice to any claim correction of errors among banks for three (3) Banking Days and thereafter at the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such LenderBase Rate.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received written notice from a Lender or Borrower (the "Payor") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Term Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders 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 such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided, however, that if neither the recipient(s) nor the Payor shall return the Required Payment to Administrative Agent within three Business Days of the date such demand was made, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender (the "Payor") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder (such payment being herein called the "Required Payment"), a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to the greater of (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate Lenders and (as determined b) the applicable interest rate due hereunder with respect to payments returned by Borrower to Administrative Agent, and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower Required Payment as follows: if the Required Payment shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the represent proceeds of a Loan to be made by the Lenders to Borrower, the Payor and Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the applicable interest rate due hereunder with respect to such Loan, it being understood that the return by Borrower of the Required Payment to Administrative Agent shall not limit any claim Borrower may have against the Payor in respect of such Required Payment and shall not relieve such Payor of any obligation it may have hereunder or under any other Loan Documents to Borrower and no advance by Administrative Agent to Borrower under this Section 2.10 shall release any Lender of its obligation to fund such Loan except as set forth in the following sentence. If any such Lender shall thereafter advance any such Required Payment to Administrative Agent, such Required Payment shall be deemed such Lender's applicable Loan to Borrower.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or any Obligor prior to the date on which it such notifying party is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, ) of the proceeds of a Borrowing, Loan to be made by it hereunder or (ii) in the case of the Borrower, such Obligor) a payment of principal, interest or fees to the Administrative Agent for the account of the LendersLenders or the LC Bank hereunder (each payment being herein called a “Required Payment”), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower, such Obligor (as the case may be, ) has not in fact made such payment the Required Payment to the Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to (i1) in the case of a payment to be made by a such Lender, the greater of the Federal Funds Effective Rate (as and a rate determined by the Administrative Agent) Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (ii2) in the case of a payment to be made by the Borrowersuch Obligor, the interest rate applicable to Adjusted Base Rate BorrowingsRevolving Loans. If such Lender pays its share of the Borrower and any Lender applicable Borrowing to the Administrative Agent, then the amount so paid shall each pay any constitute such amount made available by Lender’s Loan included in such Borrowing. A notice of the Administrative Agent on behalf of such to any Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the with respect to any amount paid by the Borrower for such period. Any payment by the Borrower owing under this paragraph shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lenderconclusive, absent manifest error.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Bank prior to the date on which it such Bank is scheduled to make payment provide funds to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees for an Advance to the be made by such Bank that such Bank will not make available to Administrative Agent for the account of the Lenders, that it does not intend to make such paymentfunds, Administrative Agent may assume that such payment Bank has been made. made such funds available to Administrative Agent on the date of such Advance in accordance with the terms of this Agreement and Administrative Agent in its sole discretion may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender or the Borrower, as the case may be, has Bank shall not in fact have made such payment funds available to Administrative Agent, such Bank agrees to repay Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the recipient of date such payment shall, promptly after demand by amount is made available to Borrower until the date such amount is repaid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If such Bank shall repay to Administrative Agent the such corresponding amount, such amount so made available together repaid shall constitute such Bank's Advance for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent with the interest thereon in respect of thereon, for each day during the period commencing on from the date such amount was is made available to Borrower until the date such amount is repaid to Administrative Agent, at the rate of interest applicable at the time to such proposed Advance. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to any Bank hereunder that Borrower will not make such payment in full, Administrative Agent may assume that Borrower has made such payment in full to Administrative Agent on such date and Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such 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 Borrower shall not have so made available such payment in full to Administrative Agent, each Bank shall repay to Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to Administrative Agent at the customary rate set by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, correction of errors among banks for three (3) Banking Days and thereafter at the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such LenderBase Rate.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrower (in either case, the "PAYOR") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "ADVANCE DATE") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment by the Borrower, the applicable interest rate applicable due hereunder with respect to Adjusted Base Rate Borrowings. If the payments returned by Borrower and any Lender shall each pay any such amount made available by the to Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit 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 Administrative Agent within three (3) Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.Required Payment as follows:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrowers (in either case, the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the a Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender date; provided, however, that if the Payor is a Lender, Administrative Agent shall provide notice to Borrowers of the advance of the Required Payment on or prior to the BorrowerAdvance Date and Borrowers shall have the right to consent to the same; and, as if the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available 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 Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment Applicable Interest Rate due hereunder with respect to payments returned by the Borrower, the interest rate applicable Borrowers to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Borrower the amount paid by the Borrower for Payor, together with interest as aforesaid, provided that if such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be is not made by such Lender.within three (3) Business Days after demand:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received written notice from a Lender or Borrower (the "Payor") prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders 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 such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided, however, that if neither the recipient(s) nor the Payor shall return the Required Payment to Administrative Agent within three Business Days of the date such demand was made, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Lender or Borrower (in either case, the “Payor”) prior to the date on which it the Payor is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of any Lender hereunder (in either case, such payment being herein called the Lenders“Required Payment”), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender date; provided, however, that if the Payor is a Lender, Administrative Agent shall provide notice to Borrower of the advance of the Required Payment on or prior to the BorrowerAdvance Date and Borrower shall have the right to consent to the same; and, as if the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available 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 Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (ia) the Federal Funds Rate for such day in the case of payment payments returned to Administrative Agent by a Lender, any of the Federal Funds Effective Rate (as determined by Administrative Agent) Lenders or (iib) in the case of payment Applicable Interest Rate due hereunder with respect to payments returned by the Borrower, the interest rate applicable Borrower to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of and, if such Lender for the same or overlapping periodrecipient(s) shall fail promptly to make such payment, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Borrower the amount paid by the Borrower for Payor, together with interest as aforesaid, provided that if such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds is not made within three (3) Business Days of a Loan to be made by such Lender.demand:

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Bank or Borrower (as used in this Section, “Payor”) prior to the date on which it such Bank is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Administrative Agent for the account of one or more Banks, as the Lenderscase may be (as used in this Section, such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or the Borrowerdate and, as the case may be, if Payor has not in fact made such payment the Required Payment to Administrative Agent, (a) the recipient of such payment shall, promptly after demand by Administrative Agenton demand, repay pay to Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any then in effect for such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the and (b) Administrative Agent shall promptly remit be entitled to the Borrower offset against any and all sums to be paid to such recipient, the amount paid by calculated in accordance with the Borrower for such periodforegoing clause (a). Any payment The obligations of the Banks under this Agreement to make the Loans, to issue or participate in Letters of Credit and to make payments under this Section, Section 12.14, Section 13.6(c), or Section 14.4, as applicable, are several and are not joint or joint and several. The failure of any Lender Bank to make available its Commitment Percentage of any Loan requested by the Borrower shall be without prejudice to not relieve it or any claim the Borrower may have against a other Lender that shall have failed Bank of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the proceeds borrowing date, but no Lender Bank shall be responsible for the failure of a any other Lender Bank to make its Commitment Percentage of such Loan to be made by such Lenderavailable on the borrowing date.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have been notified by a Bank or the Company (the "Payor") prior to the date on which it such Bank is scheduled to make payment to Administrative Agent of (i) in the case proceeds of a Lender, Loan to be made by it hereunder (or the payment of any amount by (28) such Bank to reimburse the applicable Issuer for a Borrowing, drawing under any Letter of Credit) or (ii) in the case of the Borrower, Company is to make a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative AgentAgent on or before such date, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, the Company and, if the Company fails to pay the amount thereof to Administrative Agent forthwith upon demand, the Banks ratably in proportion to their respective Commitment Percentages) shall, promptly after demand by Administrative Agenton demand, repay pay to Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.

Non-Receipt of Funds by Administrative Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Administrative Agent Agent, prior to the date on which it is scheduled to make payment to the Administrative Agent or, in the case of a Lender, prior to 1:00 p.m. (Eastern time) on the date on which it is scheduled to make payment to the Administrative Agent of the proceeds of a Base Rate Loan, of (ia) in the case of a Lender, the proceeds of a Borrowing, Loan or (iib) in the case of the any Borrower, a payment of principal, interest or fees to the Administrative Agent Agent, for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent Agent, may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the such Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, promptly after on demand by the Administrative Agent, repay to the Administrative Agent Agent, the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (ia) in the case of payment by a Lender, the Federal Funds Effective Rate (as for such day for the first three days or, in the case of an amount payable in a currency other than Dollars, the overdraft cost or other applicable rate determined by the Administrative Agent) Agent in its discretion of the appropriate rate for interbank settlements and, in each case, thereafter, the interest rate applicable to the relevant Loan or (iib) in the case of payment by the any Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lenderrelevant Loan.

Non-Receipt of Funds by Administrative Agent. (a) Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent shall have received notice from a Bank or Borrower (either one as appropriate being the "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to Administrative Agent of the proceeds of a Loan or Borrower is to make payment to Administrative Agent of (i) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it does the Payor will not intend make the Required Payment in full to make such paymentAdministrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. made in full to Administrative Agent on such date, and Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make the amount of such payment thereof available to the intended recipient in reliance upon on such assumptiondate. If such Lender or and to the Borrower, as extent the case may be, has Payor shall not have in fact so made such payment the Required Payment in full to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, shall repay to Administrative Agent the forthwith on demand such amount so made available to it together with interest thereon in respect of thereon, for each day during the period commencing on from the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount amount, at a the customary rate per annum equal to set by Administrative Agent for the correction of errors among Banks for three (i3) Banking Days and thereafter at the Base Rate. (b) If, after Administrative Agent has paid each Bank's share of any payment received or applied by Administrative Agent in respect of the case of Loan, that payment by a Lender, the Federal Funds Effective Rate (as determined is rescinded or must otherwise be returned or paid over by Administrative Agent) , whether pursuant to any bankruptcy or (ii) in the case insolvency Law, sharing of payments clause of any loan agreement or otherwise, such Bank shall, at Administrative Agent's request, promptly return its share of such payment or application to Administrative Agent, together with such Bank's proportionate share of any interest or other amount required to be paid by the BorrowerAdministrative Agent with respect to such payment or application. In addition, the interest rate applicable if a court of competent jurisdiction shall adjudge that any amount received and distributed by Administrative Agent is to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall be repaid, each pay Person to whom any such amount distribution shall have been made available by the shall either repay to Administrative Agent on behalf its share of such Lender for the amount so adjudged to be repaid or shall pay over to the same or overlapping period, the Administrative Agent shall promptly remit in such manner and to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower Persons as shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made determined by such Lendercourt.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies has notified Administrative Agent prior to the date on which it is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowingan Advance, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Administrative Agent or any or all of the Lenders, that it does not intend to make such paymentpayment (which notice shall not affect the obligations of Borrower or any Lender, as the case may be, hereunder), and such notice has been received by Administrative Agent, Administrative Agent may assume that such payment has been madewill be made when due. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after on demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) for such day or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowingsthe relevant Advance. If the Borrower and Nothing in this SECTION 2.15 shall be deemed to relieve any Lender shall each pay from its obligations to fulfill its Commitment or to relieve Borrower of any such amount made available by the Administrative Agent on behalf of such Lender for the same its obligations under this Agreement, or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim rights which the Borrower may have against any Lender, or any Lender may have against Borrower, upon a default of such obligations. No Lender that shall have failed be responsible for any default by another Lender and each Lender shall be obligated to make available the proceeds of a Loan Loans provided to be made by such Lenderit under, and subject to the terms of this Agreement, regardless of the failure of any other Lender to fulfill its Commitment hereunder.

Non-Receipt of Funds by Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies -------------------------------------------- Administrative Agent shall have received written notice from a Lender or Borrower (the "PAYOR") prior to the date on which it the Payor is scheduled to make payment ----- to Administrative Agent of (i) in the case of a Lender, ) the proceeds of a Borrowing, Loan to be made by such Lender hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the LendersLenders 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 such paymentthe Required Payment to Administrative Agent, Administrative Agent may assume that such payment the Required Payment has been made. Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to Administrative Agent, the recipient recipient(s) of such payment shall, promptly after demand by Administrative Agenton demand, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Administrative Agent ------------ until the date Administrative Agent recovers such amount at a rate per annum --- ----- equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agentfor such day and, if such recipient(s) or (ii) in the case of payment by the Borrowershall fail promptly to make such payment, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided, however, that if neither the recipient(s) nor the Payor ----------------- shall return the Required Payment to Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Borrower Advance Date, the amount paid by Payor and the Borrower for such period. Any payment by recipient(s) shall each be obligated to pay interest on the Borrower shall be Required Payment as follows (without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.double recovery):