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

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. If such Bank shall repay to the 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 Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Bank, prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank Bank, that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 hereof and the Agent Agent, in its sole discretion discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, for three (3) Banking Days, at the Federal Funds Rate for three Business Days and thereafter thereafter, at the Alternate Base Prime Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with the interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks any Bank hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent Agent, in its sole discretion 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, for three (3) Banking Days, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 3.7 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon on such assumption, make available to the Borrower on such date a corresponding amount. If If, and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the 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 the Agent's ’s demand therefortherefore, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for the three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless Notwithstanding anything to the contrary in this Agreement, the Agent shall not be required to make any amount available to the Borrower hereunder except to the extent that the Agent shall have received notice such amounts from the Banks as set forth herein; provided, however, that unless the Agent shall have been notified by a Bank prior to the date (in time the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank applicable Loan is to provide funds to the Agent for a Loan to be made by such Bank hereunder that such Bank will does not intend to make its Pro-Rata Share of the applicable Loan available to the Agent such fundsAgent, the Agent may (but is not required to) assume that such Bank has made such funds Pro-Rata Share available to the Agent on the date of prior to such Loan in accordance with Section 2.03 time, and the Agent in its sole discretion may, but shall not be obligated to, may in reliance upon such assumption, assumption make available to the Borrower on such date a corresponding amount. If and to In such event, if a Bank has not in fact made its share of the extent such Bank shall not have given the notice provided for above and shall not have made such funds applicable borrowing available to the Agent, such then the applicable Bank agrees and the Borrower severally agree to repay pay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower until to but excluding the date such amount is repaid of payment to the Agent, at (i) in the case of payment to be made by such Bank, the greater of the daily average of the Federal Funds Rate for three Business Days and thereafter at a rate determined by the Alternate 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 Base Rate. If the Borrower and such Bank shall repay pay such interest to the 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 Agent's demand thereforthe same or an overlapping period, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available remit to the Borrower until the date amount of such amount is repaid interest paid by the Borrower for such period. If such Bank pays its share of the applicable borrowing to the Agent, at then the rate of interest applicable at the time to amount so paid shall constitute such proposed LoanBank’s Loan included in such borrowing. Nothing set forth in this Section shall affect the rights of Any payment by the Borrower with respect shall be without prejudice to any claim the Borrower may have against a Bank that defaults in shall have failed to make such payment to the performance of its obligation Agent. If at any time a Bank is obligated to make a Loan hereunderbut does not make such Loan available, either to the Borrower or the Agent, as applicable, such unfunded amount shall be deemed to be outstanding for purposes of calculating the Unused Line Fee. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may (but is not required to) assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the greater of the daily average of the Federal Funds Rate for three Business Days and thereafter at a rate determined by the Alternate Base RateAgent in accordance with banking industry rules on interbank compensation. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Lender prior to the date (in the case of a LIBOR Eurodollar Loan), or by 12:00 noon Chicago 1:00 P.M. New York City time on the date (in the case of an ABR Loan), on which such Bank Lender is to provide funds to the Agent for a Loan to be made by such Bank Lender that such Bank Lender will not make available to the Agent such funds, the Agent may assume that such Bank Lender has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Alternate Base Rate. If such Bank Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Lender’s applicable Loan for purposes of this Agreement. If such Bank Lender does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank Lender shall repay to the Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Bank, prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Revolving Credit Loan to be made by such Bank Bank, that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Revolving Credit Loan in accordance with Section 2.03 2.02 hereof and the Agent Agent, in its sole discretion discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, for three (3) Banking Days, at the Federal Funds Rate for three Business Days and thereafter thereafter, at the Alternate Base Prime Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Revolving Credit Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with the interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks any Bank hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent Agent, in its sole discretion 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, for three (3) Banking Days, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Lender prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank Lender is to provide funds to the Agent for a Loan an advance to be made by such Bank Lender that such Bank Lender will not make available to the Agent such funds, the Agent may assume that such Bank Lender has made such funds available to the Agent on the date of such Loan advance in accordance with Section 2.03 the terms of this Agreement and the other Loan Documents and Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and Lender shall not have made such funds available to the Agent, such Bank Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Quoted Rate. If such Bank Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan Lender’s advance for purposes of this AgreementAgreement and the other Loan Documents. If such Bank Lender does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the BorrowerCompany, and the Borrower Company shall immediately pay such corresponding amount to the Agent with the interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunderadvance. (b) Unless the Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks hereunder that the Borrower Company will not make such payment in full, the Agent may assume that the Borrower Company has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower Company shall not have so made such payment in full to the Agent, each Bank Lender shall repay to the Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Agent, Agent at the Federal Funds Rate customary rate set by Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Quoted Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified in writing by a Bank Lender prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a any Revolving Loan to be made by such Bank Lender (which notice shall be effective upon receipt) that such Bank will Lender does not intend to make the proceeds of such Revolving Loan available to the Agent such fundsAgent, the Agent may assume that such Bank has made Lender will make such funds proceeds available to the Agent on the date of provided in Section 2.17 hereof, and Agent may in reliance upon such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, assumption (but shall not be obligated required to, in reliance upon such assumption, ) make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until Agent on a date after the date set forth in Section 2.17 hereof, such Lender shall pay to Agent on demand an amount is repaid equal to the Agent, at product of (i) the Federal Funds Rate for three Business Days during such period as quoted by Agent, times (ii) the amount of such Lender’s Pro Rata Share of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and thereafter at including such borrowing date to the Alternate Base Ratedate on which such Lender’s Pro Rata Share of such borrowing shall have become immediately available to Agent and the denominator of which is 360. If such Bank shall repay to the Agent Lender’s Pro Rata Share of such corresponding amount, such amount so repaid shall constitute such Bank's Loan for purposes of this Agreement. If such Bank does borrowing is not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is in fact made available to the Borrower until the date Agent by such Lender within one (1) Business Day of such borrowing date, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such amount is repaid to the Agent, with interest thereon at the rate of interest per annum applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan borrowing hereunder, on demand, from Borrower. (b) Unless the Agent shall have received notice from the been notified by Borrower prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that Borrower does not intend to the Banks hereunder that the Borrower will not make such payment in fullpayment, the Agent may assume that the Borrower has made made, or will make, such payment when due, and Agent may in full to the Agent on reliance upon such date and the Agent in its sole discretion may, assumption (but shall not be obligated required to, in reliance upon such assumption, cause to be distributed ) make available to each Bank Lender on such due payment date an amount equal to the amount then due portion of such Bank. If assumed payment to which such Lender is entitled hereunder, and to the extent the if Borrower shall has not have so in fact made such payment in full to the Agent, each Bank shall such Lender shall, on demand, repay to Agent the Agent forthwith on demand such amount distributed made available to such Bank Lender, together with interest thereon, thereon for each day from during the period commencing on the date such amount is distributed was made available to such Bank until Lender and ending on (but excluding) the date such Bank Lender repays such amount to the Agent, at a daily rate equal to 1/360 of the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rateon such day. (c) The provisions A certificate of Agent submitted to Borrower or any Lender with respect to any amount owing under this Section 2.04 2.10 with reasonable detail as to the computation of such amount shall not apply to Swing Line Loansbe conclusive absent manifest error.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Lender prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank Lender is to provide funds to the Agent for a Loan to be made by such Bank Lender that such Bank Lender will not make available to the Agent such funds, the Agent may assume that such Bank Lender has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. If such Bank Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Lender’s applicable Loan for purposes of this Agreement. If such Bank Lender does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank applicable Lender shall repay to the Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless Notwithstanding anything to the contrary in this Agreement, the Agent shall not be required to make any amount available to the Borrower hereunder except to the extent that the Agent shall have received notice such amounts from the Banks as set forth herein; provided, however, that unless the Agent shall have been notified by a Bank prior to the date (in time the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank applicable Loan is to provide funds to the Agent for a Loan to be made by such Bank hereunder that such Bank will does not intend to make its Pro-Rata Share of the applicable Loan available to the Agent such fundsAgent, the Agent may (but is not required to) assume that such Bank has made such funds Pro-Rata Share available to the Agent on the date of prior to such Loan in accordance with Section 2.03 time, and the Agent in its sole discretion may, but shall not be obligated to, may in reliance upon such assumption, assumption make available to the Borrower on such date a corresponding amount. If and to In such event, if a Bank has not in fact made its share of the extent such Bank shall not have given the notice provided for above and shall not have made such funds applicable borrowing available to the Agent, such then the applicable Bank agrees and the Borrower severally agree to repay pay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower until to but excluding the date such amount is repaid of payment to the Agent, at (i) in the case of payment to be made by such Bank, the greater of the daily average of the Federal Funds Effective Rate for three Business Days and thereafter at a rate determined by the Alternate 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 Base Rate. If the Borrower and such Bank shall repay pay such interest to the 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 Agent's demand thereforthe same or an overlapping period, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available remit to the Borrower until the date amount of such amount is repaid interest paid by the Borrower for such period. If such Bank pays its share of the applicable borrowing to the Agent, at then the rate of interest applicable at the time to amount so paid shall constitute such proposed LoanBank’s Loan included in such borrowing. Nothing set forth in this Section shall affect the rights of Any payment by the Borrower with respect shall be without prejudice to any claim the Borrower may have against a Bank that defaults in shall have failed to make such payment to the performance of its obligation Agent. If at any time a Bank is obligated to make a Loan hereunderbut does not make such Loan available, either to the Borrower or the Agent, as applicable, such unfunded amount shall be deemed to be outstanding for purposes of calculating the Unused Line Fee. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may (but is not required to) assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the greater of the daily average of the Federal Funds Effective Rate for three Business Days and thereafter at a rate determined by the Alternate Base RateAgent in accordance with banking industry rules on interbank compensation. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.2 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three (3) Business Days Days, and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the 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 Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three (3) Business Days Days, and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Bank, prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Revolving Credit Loan to be made by such Bank Bank, that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Revolving Credit Loan in accordance with Section 2.03 2.02 and the Agent Agent, in its sole discretion discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business (3) Banking Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Revolving Credit Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with the interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks any Bank hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent Agent, in its sole discretion 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business (3) Banking Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Lender prior to the date (in the case of a LIBOR Eurodollar Loan), or by 12:00 noon Chicago 1:00 P.M. New York City time on the date (in the case of an ABR Loan), on which such Bank Lender is to provide funds to the Agent for a Loan to be made by such Bank Lender that such Bank Lender will not make available to the Agent such funds, the Agent may assume that such Bank Lender has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Alternate Base Rate. If such Bank Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Lender’s applicable Loan for purposes of this Agreement. If such Bank Lender does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank Lender shall repay to the Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Company, a Borrowing Subsidiary or a Lender, as the case may be, notifies the Agent shall have received notice from a Bank prior to the close of business on the Business Day immediately preceding the date on which it is required to make payment to the Agent of (i) in the case of a LIBOR Loan)Lender, the proceeds of a Loan or by 12:00 noon Chicago time on the date (ii) in the case of an ABR Loan)the Company or a Borrowing Subsidiary, on which such Bank is to provide funds a payment of principal, interest or fees to the Agent for a Loan the account of the Lenders, that it does not intend to be made by make such Bank that such Bank will not make available to the Agent such fundspayment, the Agent may assume that such Bank payment has been made such funds available to the Agent or will be made on the date of such Loan in accordance with Section 2.03 and the required. The 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 such Lender, the extent Company or the Borrowing Subsidiary, as the case may be, has not in fact made or does not make when due such Bank shall not have given the notice provided for above and shall not have made such funds available payment to the Agent, the recipient of such Bank agrees to payment shall, on demand by the Agent, repay to the Agent forthwith on demand such corresponding the amount so made available together with interest thereon, for thereon in respect of each day from during the period commencing on the date such amount is was so made available to by the Borrower Agent until the date the Agent recovers such amount is repaid at a rate per annum equal to (i) in the case of repayment by a Lender, the Published Federal Funds Effective Rate for such day or (ii) in the case of repayment by the Company or a Borrowing Subsidiary, the interest rate applicable to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Raterelevant Loan. If such Bank shall repay a Lender fails to pay the Agent such corresponding amountas provided in the preceding sentence, such amount so repaid the Company shall constitute such Bank's Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with upon demand plus interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (at the rate applicable to the applicable Advance) to the date of interest applicable at repayment (but not including such date if payment is received prior to the time to such proposed Loan. Nothing set forth deadlines established in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder2.15). (b) Unless Neither the Agent nor any Lender shall incur any liability to the Company or any Borrowing Subsidiary in acting upon any telephonic notice referred to in this Agreement which the Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or the Borrowing Subsidiary or for otherwise acting in good faith under this Section 2.20. Upon the funding of Loans by the Lenders in accordance with this Agreement (including satisfaction of all conditions thereto) pursuant to any telephonic notice (with confirmation promptly thereafter by facsimile), the Company (or the applicable Borrowing Subsidiary with respect to Advances borrowed by a Borrowing Subsidiary) shall have received effected a borrowing hereunder. An Advance Notice (or telephonic notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date lieu thereof) shall be irrevocable and the Agent Company or the Borrowing Subsidiary, as applicable, shall be bound to effect a borrowing 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rateaccordance therewith. (c) The provisions If the Agent fails to make any Loan funds received from a Lender available to the Company for any reason and does not return such Loan funds to such Lender on the same Business Day such funds were received by the Agent, the Agent shall pay to such Lender, upon demand, interest from the date such funds are received by the Agent from such Lender, provided such funds were received prior to the deadlines for receipt set forth in Section 2.11 until the date such corresponding amount is either made available by the Agent to the Company within the time limits of Section 2.11 or so returned to such Lender, at the rate per annum equal to the then-current Published Federal Funds Effective Rate and the Company shall have no responsibility to such Lender with respect to such funds until they are so made available to the Company by the Agent. (d) Nothing in this Section 2.04 2.20 shall not apply relieve any Lender from its obligation to Swing Line Loansfund its share of any Advance, prejudice any rights the Company may have against any Lender as a result of such Lender's failure to make the amount of its Loan available to the Company or obligate any Lender to fund any other Lender's share of any Advance.

Non-Receipt of Funds by Agent. (a1) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.2 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Borrowers until the date such amount is repaid to the Agent, at the Federal Funds Rate overnight federal funds rate calculated in the manner customary for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Bank shall repay to the Agent such corresponding amountamount with interest upon or prior to the Agent's demand therefor, such amount so repaid Bank shall constitute such Bank's Loan for purposes of this Agreementbe deemed to have funds available as required under Section 2.2. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower Borrowers until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b2) Unless the Agent shall have received notice from the Borrower Borrowers prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower Borrowers shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate overnight federal funds rate calculated in the manner customary for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Revolving Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Revolving Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount2.02(b) hereof. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid paid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks until the completion of three (3) Business Days and thereafter at the Alternate Base Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Revolving Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks any Bank hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks until the completion of three (3) Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.05 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower by Agent until the date such amount is repaid to the Agent, at the Federal Funds Rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rateinterest rate then applicable to the Revolving Credit Loans. If such Bank shall repay to the 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 the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply interest rate then applicable to Swing Line the Revolving Credit Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Lender prior to the date (in the case of a LIBOR Eurodollar Loan), or by 12:00 noon Chicago 1:00 P.M. Charlotte, North Carolina time on the date (in the case of an ABR Loan), on which such Bank Lender is to provide funds to the Agent for a Loan to be made by such Bank Lender that such Bank Lender will not make available to the Agent such funds, the Agent may assume that such Bank Lender has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate. If such Bank Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Lender’s applicable Loan for purposes of this Agreement. If such Bank Lender does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank Lender shall repay to the Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.4 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower by Agent until the date such amount is repaid to the Agent, at the Federal Funds Rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rateinterest rate then applicable to the Revolving Credit Loans. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply interest rate then applicable to Swing Line the Revolving Credit Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.04 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower by Agent until the date such amount is repaid to the Agent, at the Federal Funds Rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rateinterest rate then applicable to the Revolving Credit Loans. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply interest rate then applicable to Swing Line the Revolving Credit Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. If such Bank shall repay to the 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 Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received receives notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such that Bank is to provide funds to the Agent for a Loan to be made by such that Bank that such Bank will not make available to Agent the Agent such funds, the Agent may assume that such Bank has made such the funds available to the Agent on the date of such the Loan in accordance with Section 2.03 2.06, and the Agent in its sole discretion (but subject to Section 8.01 hereof) may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower Borrowers on such the date a corresponding amount. If and to the extent such Bank shall has not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to Agent, immediately on demand, the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such the amount is made available to the Borrower Borrowers until the date such the amount is repaid to the Agent, at the Federal Funds Rate customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Bank shall repay to Agent the 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 immediately upon Agent's demand therefor, the Agent shall promptly notify the BorrowerPetroleum, and the Borrower Borrowers shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower Borrowers until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received receives notice from the Borrower Borrowers prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date date, and the Agent in its sole discretion may, but shall is 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 the Borrower Borrowers shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith immediately 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 Agent, at the Federal Funds Rate customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent and Paying Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Paying Agent for a Loan to be made by such Bank that such Bank will not make available to the Paying Agent such funds, the Paying Agent may assume that such Bank has made such funds available to the Paying Agent on the date of such Loan in accordance with Section 2.03 2.04 and the Paying Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Paying Agent, such Bank agrees to repay to the Paying Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Paying Agent, at the Federal Funds Rate customary rate set by the Paying Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the Paying 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 the Paying Agent's demand therefor, the Paying Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Paying 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 Paying Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent and Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Agent and the Paying 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 the Borrower shall not have so made such payment in full to the Paying Agent, each Bank shall repay to the Paying 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 Paying Agent, at the Federal Funds Rate customary rate set by the Paying Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent and Paying Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Paying Agent for a Loan to be made by such Bank that such Bank will not make available to the Paying Agent such funds, the Paying Agent may assume that such Bank has made such funds available to the Paying Agent on the date of such Loan in accordance with Section 2.03 2.04 and the Paying Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Paying Agent, such Bank agrees to repay to the Paying Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Paying Agent, at the Federal Funds Rate customary rate set by the Paying Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the Paying Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Paying Agent's ’s demand therefor, the Paying Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Paying 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 Paying Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent and Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Agent and the Paying 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 the Borrower shall not have so made such payment in full to the Paying Agent, each Bank shall repay to the Paying 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 Paying Agent, at the Federal Funds Rate customary rate set by the Paying Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 3.7 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon on such assumption, make available to the Borrower on such date a corresponding amount. If If, and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the 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 the Agent's demand therefortherefore, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for the three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for an Advance, Line Advance, or drawing under a Loan Letter of Credit to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan Advance, Line Advance, or drawing under a Letter of Credit in accordance with Section 2.03 2.5 or Section 6.2 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan Advance, Line Advance or drawing under a Letter of Credit for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and if the outstanding balance under the Revolving Line is equal to or exceeds the Pro Rata Share of the Commitment of the remaining Bank, within ten (10) days of such notice the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed LoanAdvance, Line Advance or drawing under a Letter of Credit. Nothing set forth in this Section shall affect Notwithstanding the rights above, as long as no Event of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in fullDefault exists, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but Bank's shall not be obligated tounreasonably withhold funding of an Advance, Line Advance or drawing under a Letter of Credit requested by Borrower in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to accordance with the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rateterms of Section 2.5 or 6. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Lender prior to the date (in the case of a LIBOR Eurodollar Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank Lender is to provide funds to the Agent for a Loan to be made by such Bank Lender that such Bank Lender will not make available to the Agent such funds, the Agent may assume that such Bank Lender has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate. If such Bank Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Lender’s applicable Loan for purposes of this Agreement. If such Bank Lender does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank Lender shall repay to the Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless Notwithstanding anything to the contrary in this Agreement, the Agent shall not be required to make any amount available to the Borrower hereunder except to the extent that the Agent shall have received notice such amounts from the Banks as set forth herein; provided, however, that unless the Agent shall have been notified by a Bank prior to the date (in time the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank applicable Loan is to provide funds to the Agent for a Loan to be made by such Bank hereunder that such Bank will does not intend to make its Pro-Rata Share of the applicable Loan available to the Agent such fundsAgent, the Agent may (but is not required to) assume that such Bank has made such funds Pro-Rata Share available to the Agent on the date of prior to such Loan in accordance with Section 2.03 time, and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to In such event, if a Bank has not in fact made its share of the extent such Bank shall not have given the notice provided for above and shall not have made such funds applicable borrowing available to the Agent, such then the applicable Bank agrees and the Borrower severally agree to repay pay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower until to but excluding the date such amount is repaid of payment to the Agent, at (i) in the case of payment to be made by such Bank, the greater of the daily average of the Federal Funds Rate for three Business Days and thereafter at a rate determined by the Alternate 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 Base Rate. If the Borrower and such Bank shall repay pay such interest to the 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 Agent's demand thereforthe same or an overlapping period, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available remit to the Borrower until the date amount of such amount is repaid interest paid by the Borrower for such period. If such Bank pays its share of the applicable borrowing to the Agent, at then the rate of interest applicable at the time to amount so paid shall constitute such proposed LoanBank’s Loan included in such borrowing. Nothing set forth in this Section shall affect the rights of Any payment by the Borrower with respect shall be without prejudice to any claim the Borrower may have against a Bank that defaults in shall have failed to make such payment to the performance of its obligation Agent. If at any time a Bank is obligated to make a Loan hereunderbut does not make such Loan available, either to the Borrower or the Agent, as applicable, such unfunded amount shall be deemed to be outstanding for purposes of calculating the Unused Line Fee. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may (but is not required to) assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the greater of the daily average of the Federal Funds Rate for three Business Days and thereafter at a rate determined by the Alternate Base RateAgent in accordance with banking industry rules on interbank compensation. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Lender, prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank Lender is to provide funds to the Agent for a Loan to be made by such Bank Lender, that such Bank Lender will not make available to the Agent such funds, the Agent may assume that such Bank Lender has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.01 and the Agent Agent, in its sole discretion discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to the a Borrower on such date a corresponding amount. If and to the extent such Bank Lender shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the a Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Prime Rate. If such Bank Lender shall repay to the Agent such corresponding amountamount to Agent, such amount so repaid shall constitute such Bank's that Lender’s Loan for purposes of this Agreement. If such Bank Lender does not pay such corresponding amount forthwith upon Agent's ’s demand therefor, the Agent shall promptly notify the such Borrower, and the such Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower Borrowers prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower Borrowers will not make such payment in full, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower Borrowers shall not have so made such payment in full to the Agent, each Bank Lender shall repay to the Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Agent, at the Federal Funds Rate customary rate set by Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this . -25- Section 2.04 shall not apply to Swing Line Loans.2.18

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Borrower or any Lender has notified Agent, prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank any payment is to provide funds to the Agent for a Loan required to be made by it to Agent hereunder, that Borrower or such Bank that such Bank Lender, as the case may be, will not make available to the Agent such fundspayment, the Agent may assume that Borrower or such Bank Lender, as the case may be, has timely made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 payment and the Agent in its sole discretion may, may (but shall not be obligated so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower on such date a corresponding amountPerson entitled thereto. If and to the extent that such Bank payment was not in fact made to Agent in immediately available funds, then: (a) if Borrower failed to make such payment, each Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand repay to Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by Agent to the Borrower until such Lender to the date such amount is repaid to the AgentAgent in immediately available funds, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. If from time to time in effect; and (b) if any Lender failed to make such Bank shall repay to the Agent such corresponding amountpayment, such Lender shall forthwith on demand pay to Agent the 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 Agent's demand thereforthereof in immediately available funds, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent together with interest thereon, thereon for each day the period from the date such amount is was made available by Agent to the Borrower until to the date such amount is repaid recovered by Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to Agent, then such amount shall constitute such Lender’s Loan included in the applicable borrowing. If such Lender does not pay such amount forthwith upon Agent’s demand therefor, Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable at to the time to such proposed Loanapplicable borrowing. Nothing set forth in this Section herein shall affect the be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which Agent or Borrower may have against any Lender as a result of the any default by such Lender hereunder. A notice of Agent to any Lender or Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunderamount owing under this paragraph 4.4 shall be conclusive, absent manifest error. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 3.7 of this Agreement and the Agent (in its sole discretion discretion) may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Borrowers until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for three Business Days and thereafter at the Alternate Base Ratecorrection of errors among banks. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan for purposes of this Agreement. If such Bank (the “Defaulting Bank”) does not pay such corresponding amount forthwith upon Agent's demand therefor(a “Funding Default”), then the Agent Borrowers shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount forthwith repay to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount funds not advanced by the Defaulting Bank, together with interest thereon at the Applicable Rate from the date of such Loan until the Loan is repaid. Once a Funding Default has occurred, then due such Bank. If and the Agent shall no longer have the discretion under this Section 3.8 to make funds available to the extent Borrowers on the Borrower shall not have so made such payment in full assumption that the Banks will make the corresponding funds available to the Agent, each . In no event shall the Agent be obligated to advance funds to the Borrowers (and in no event shall any other Bank shall repay have any liability to the Borrowers) if a Bank fails to advance its share of such funds to the Agent forthwith on demand such amount distributed to such Bank together in accordance 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions requirements of Section 3.7 of this Section 2.04 shall not apply to Swing Line LoansAgreement.

Non-Receipt of Funds by Agent. (a) 2.1.6.1 Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to shall repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the 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 the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) 2.1.6.2 Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless Borrower or a Lender, as the case may be, has notified Agent shall have received notice from a Bank prior to the date on which it is scheduled to make payment to Agent of (i) in the case of a LIBOR Loan)Lender, an Advance, or by 12:00 noon Chicago time on the date (ii) in the case of an ABR LoanBorrower, a payment of principal, interest, fees or other amounts required to be paid hereunder to Agent for the account of Agent or of any or all of the Lenders, that it does not intend to make such payment (which notice shall not affect the obligations of Borrower or any Lender, as the case may be, hereunder), on which and such Bank is to provide funds to the Agent for a Loan to be made notice has been received by such Bank that such Bank will not make available to the Agent such fundsAgent, the Agent may assume that such Bank payment has been or will be made such funds available to the when due. Agent on the date of such Loan in accordance with Section 2.03 and the 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 that such Bank shall payment was not have given the notice provided for above and shall not have in fact made such funds available to the AgentAdministrative Agent in immediately available funds, then: (a) if Borrower failed to make such Bank agrees to repay to the Agent payment, each Lender shall forthwith on demand repay to Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by Agent to the Borrower until such Lender to the date such amount is repaid to the Agent, Administrative Agent in immediately available funds at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate. If from time to time in effect (as determined by Agent); and (b) if any Lender failed to make such Bank shall repay to the Agent such corresponding amountpayment, such Lender shall forthwith on demand pay to Agent the 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 Agent's demand thereforthereof in immediately available funds, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent together with interest thereon, thereon for each day the period from the date such amount is was made available by Agent to the Borrower until to the date such amount is repaid recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect (as determined by Agent). If such Lender pays such amount to Agent, then such amount shall constitute such Lender’s Loan included in the applicable Advance. If such Lender does not pay such amount forthwith upon Agent’s demand therefor, Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable at to the time to such proposed Loanapplicable Advance. Nothing set forth in this Section herein shall affect the be deemed to relieve any Lender from its obligation to fulfill its commitment hereunder or to prejudice any rights which Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of owing under this Section 2.04 2.15 shall not apply to Swing Line Loansbe conclusive, absent manifest error.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank Bank, prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Revolving Credit Loan to be made by such Bank Bank, that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Revolving Credit Loan in accordance with Section 2.03 2.02 hereof and the Agent Agent, in its sole discretion discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, for three (3) Banking Days, at the Federal Funds Rate customary rate set by the Agent for three Business Days the correction of errors among banks; and thereafter thereafter, at the Alternate Base Prime Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Revolving Credit Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with the interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks any Bank hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent Agent, in its sole discretion 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, for three (3) Banking Days, at the Federal Funds Rate customary rate set by the Agent for three Business Days the correction of errors among banks and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) 2.5.1. Unless the Administrative Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Administrative Agent for a Revolving Credit Loan to be made by such Bank that such Bank will not make available to the Administrative Agent such funds, the Administrative Agent may assume that such Bank has made such funds available to the Administrative Agent on the date of such Revolving Credit Loan in accordance with Section 2.03 2.4 and the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Administrative Agent, such Bank agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower by the Administrative Agent until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first three Business Days days and thereafter at the Alternate Base Rateinterest rate then applicable to the Revolving Credit Loans. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Revolving Credit Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent's ’s demand therefor, the Administrative Agent shall promptly 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 Revolving Credit Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) 2.5.2. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks 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 then due such Bank. If and to the extent the 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 Federal Funds Rate for the first three Business Days days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply interest rate then applicable to Swing Line the Revolving Credit Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.04 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the 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 the Agent's demand therefor, the Agent shall promptly notify the Borrowereach other Bank, and the Borrower each other Bank shall immediately pay its pro rata share of such corresponding amount to the Agent with interest thereon, for each day from provided however that no Bank shall be required to exceed the date amount of its Commitment hereunder. To the extent that any such amount is made available to exceeds the Borrower until the date such amount is Bank's Commitments hereunder, said excess shall be immediately repaid to Agent by Borrower. Notwithstanding the Agentforegoing, at Agent shall make reasonable attempts to replace the rate of interest applicable at the time Bank which failed to pay such proposed Loancorresponding amount, provided however that Agent shall not be obligated to find such a replacement. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have given the notice provided for above and shall not have made such funds portion available to the Agent, and the Agent shall have made such Bank agrees corresponding amount available to repay the Borrower, such Bank, on the one hand, and the Borrower, on the other, severally agree to pay to the Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (a) in the case of such Bank, at a rate of interest per annum equal to the Federal Funds Rate for the first three Business Days days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Agent, and (b) in the case of the Borrower, at a rate per annum equal to the Alternate Base Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Agent's ’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been ----------------------------- notified by a Bank Lender or Borrower (in either case, "Payor") prior to the date on ----- which such Payor is to make payment to Agent of (in the case of a LIBOR Loan), Lender) the proceeds of a Revolving Credit Advance to be made by such Lender hereunder or by 12:00 noon Chicago time on the date (in the case of an ABR LoanBorrower) a payment to Agent for account of one or more of Lenders hereunder (such payment being herein called the "Required Payment"), on ---------------- which such Bank is to provide funds to the Agent for a Loan to notice shall be made effective upon receipt by such Bank Agent, that such Bank will Payor does not intend to make available the Required Payment to the Agent such fundsAgent, the Agent may assume that such Bank the Required Payment has been made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumptionassumption (but shall not be required to), make the amount thereof available to the Borrower intended recipient(s) on such date a corresponding amount. If and date; and, if such Payor has not in fact made the Required Payment to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, the recipient(s) of such Bank agrees to payment shall, on demand, repay to Agent the Agent forthwith on demand such corresponding amount so made available together with interest thereon, for thereon in respect of each day from during the period commencing on the date (the "Advance Date") such amount is was so ------------ made available to the Borrower by Agent until the date Agent recovers such amount is repaid amount, at a rate per annum equal to the CP Rate for such day and, if such recipient(s) shall fail promptly to make such payment, Agent shall be entitled to recover such amount, on demand, from such Payor, together with interest as aforesaid; provided, that -------- if neither the recipient(s) nor such Payor shall return the Required Payment to Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (a) if the Required Payment shall represent a payment to be made by Borrower to Lenders, Borrower and the recipient(s) shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Default Rate (and, in case the recipient(s) shall return the Required Payment to Agent, without limiting the obligation of Borrower hereunder to pay interest to such recipient(s) at the Federal Funds Default Rate for three Business Days in respect of the Required Payment); and (b) if the Required Payment shall represent proceeds of a Revolving Credit Advance to be made by Lenders to Borrower, such Payor and thereafter at the Alternate Base Rate. If such Bank Borrower shall repay (without duplication) each be obligated retroactively to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan for purposes Advance Date to pay interest in respect of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, Required Payment at the rate of interest applicable at provided for such Required Payment pursuant hereto (and, in case Borrower shall return the time Required Payment to such proposed LoanAgent, without limiting any claim Borrower may have against Payor in respect of the Required Payment). Nothing set forth in this Section 1.12 or elsewhere in this Agreement or the other Loan ------------ Documents shall affect the rights be deemed to require Agent to advance funds on behalf of the Borrower with respect any Lender or to relieve any Bank that defaults in the performance of Lender from its obligation to make fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that Borrower may have against any Lender as a Loan result of any default by such Lender hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) 2.1.11.1 Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to shall repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the 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 the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) 2.1.11.2 Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 2.04 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. If such Bank shall repay to the Agent such corresponding correspond ing 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 the Agent's demand therefor, the Agent shall promptly notify the Borrowereach other Bank, and the Borrower each other Bank shall immediately pay its pro rata share of such corresponding amount to the Agent with interest thereon, for each day from provided however that no Bank shall be required to exceed the date amount of its Commitment hereunder. To the extent that any such amount is made available to exceeds the Borrower until the date such amount is Bank's Commitments hereunder, said excess shall be immediately repaid to Agent by Borrower. Notwithstanding the Agentforegoing, at Agent shall make reasonable attempts to replace the rate of interest applicable at the time Bank which failed to pay such proposed Loancorresponding amount, provided however that Agent shall not be obligated to find such a replacement. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Prime Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from a Bank prior to the date (in the case Borrowing Date of a LIBOR Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Bank is to provide funds to the Agent for a any Revolving Credit Loan to be made by such Bank that such Bank will not make available to the Agent the amount of such fundsBank's Proportionate Revolving Credit Commitment with respect to such Loan, the Agent may assume that such Bank has made such funds amount available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amountBorrowing Date. If and to the extent such any Bank shall not have given so made the notice provided for above and shall not have made such funds amount of its Proportionate Revolving Credit Commitment available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest and administrative charges thereon, for each day from the date such amount is made available to the Borrower Borrowers until the date such amount is repaid to the Agent, at the Federal Funds Rate customary rates set by the Agent for three Business Days and thereafter at the Alternate Base Ratecorrection of errors among banks. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Proportionate Revolving Credit Commitment with respect to such Loan for purposes of this AgreementAgreement and the Revolving Credit Note. If such Bank does not pay repay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the BorrowerBorrower (or Borrowers, as the case may be), and the Borrower (or Borrowers) shall immediately pay repay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower (or Borrowers) until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Nothing Any repayment made pursuant to the preceding sentence shall not be subject to the provisions set forth in this Section shall affect the rights second and third sentences of Subsection 2.4(a). Subject to the terms and conditions herein, any such repayment by the Borrower with respect to any Bank that defaults in (or Borrowers, as the performance of its obligation to make a Loan hereunder. (bcase may be) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall need not, be made with proceeds of another loan, not be obligated tosubject to this Agreement, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal extended to the amount then due such Bank. If and to Borrower (or Borrowers, as the extent case may be) by one of the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base RateBanks. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless Borrower or a Lender, as the case may be, has notified Agent shall have received notice from a Bank prior to the date on which it is scheduled to make payment to Agent of (i) in the case of a LIBOR Loan)Lender, an Advance, or by 12:00 noon Chicago time on the date (ii) in the case of an ABR Loan)Borrower, on which such Bank is to provide funds a payment of principal, interest or fees to the Agent for a Loan to be made by such Bank that such Bank will not make available to the account of the Agent or any or all of the Lenders, that it does not intend to make such fundspayment (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 Agent, Agent may assume that such Bank has payment will be made such funds available to the when due. Agent on the date of such Loan in accordance with Section 2.03 and the 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 such Lender or Borrower, as the extent such Bank shall case may be, has not have given the notice provided for above and shall not have in fact made such funds available payment to the Agent, the recipient of such Bank agrees to payment shall, on demand by Agent, repay to Agent the Agent forthwith on demand such corresponding amount so made available together with interest thereon, for thereon in respect of each day from during the period commencing on the date such amount is was so made available to the Borrower by Agent until the date Agent recovers such amount is repaid at a rate per annum equal to (i) in the Agentcase of payment by a Lender, at the Federal Funds Effective Rate (as determined by Agent) for three Business Days and thereafter at such day or (ii) in the Alternate Base Rate. If such Bank shall repay case of payment by Borrower, the interest rate applicable to the Agent relevant Advance. Nothing in this SECTION 2.15 shall be deemed to relieve any Lender from its obligations to fulfill its Commitment or to relieve Borrower of any of its obligations under this Agreement, or to prejudice any rights which the Borrower may have against any Lender, or any Lender may have against Borrower, upon a default of such corresponding amountobligations. No Lender shall be responsible for any default by another Lender and each Lender shall be obligated to make the Loans provided to be made by it under, such amount so repaid shall constitute such Bank's Loan for purposes and subject to the terms of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the 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 Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights regardless of the Borrower with respect failure of any other Lender to any Bank that defaults in the performance of fulfill its obligation to make a Loan Commitment hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, 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 the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the 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 Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.