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.

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.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified by a Bank Lender or Borrower (the "Payor") 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 make payment to Agent of the Agent for proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be (such Bank payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that such Bank will the 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 on such date a corresponding amount. If and and, if the 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 of such Bank agrees payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to repay pay the amount thereof to the Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand such corresponding demand, pay to Agent the amount made available by Agent, together with interest thereon, for each day from thereon in respect of 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 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 hereunderperiod.

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 Unless the Agent shall affect have received notice from Borrower prior to the rights of the Borrower with respect date on which any payment is due to any Bank hereunder that defaults Borrower will not make such payment in full, the performance of Agent may assume that Borrower has made such payment in full to the Agent on such date and the Agent, in its obligation sole discretion, may, but shall not be obligated to, in reliance upon such assumption, cause to make a Loan hereunderbe distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent Borrower shall not have so made 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 and thereafter at the Prime Rate.

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.

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.

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 Unless the Agent shall affect have received notice from Borrower prior to the rights of the Borrower with respect date on which any payment is due to any Bank hereunder that defaults Borrower will not make such payment in full, the performance of Agent may assume that Borrower has made such payment in full to the Agent on such date and the Agent, in its obligation sole discretion, may, but shall not be obligated to, in reliance upon such assumption, cause to make a Loan hereunderbe distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent Borrower shall not have so made 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 and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified by a Bank Lender or Borrower (the "PAYOR") 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 make payment to Agent of the Agent for proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be (such Bank payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that such Bank will the 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 on such date a corresponding amount. If and and, if the 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 of such Bank agrees payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to repay pay the amount thereof to the Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand such corresponding demand, pay to Agent the amount made available by Agent, together with interest thereon, for each day from thereon in respect of 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 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 hereunderperiod.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified by a Bank Lender or Borrower (“Payor”) prior to the date on which (in i) such Lender is to make payment to Agent of the case proceeds 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 Revolving Credit Advance to be made by such Bank Lender hereunder or (ii) Borrower is to make payment to Agent for account of one or more of Lenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, 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 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 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 the Agent, at the Federal Funds Index 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 Loanperiod. Nothing set forth in this Section 1.11 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.

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.

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.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified by a Bank Lender or Borrower (the “Payor”) 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), day on which such Bank Lender is to provide funds make payment to Agent of the Agent for proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be (such Bank payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Bank will the 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 on such date a corresponding amount. If and and, if the 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 of such Bank agrees payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to repay pay the amount thereof to the Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand such corresponding demand, pay to Agent the amount made available by Agent, together with interest thereon, for each day from thereon in respect of 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 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 hereunderperiod.

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.

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).

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified by a Bank Lender or Borrower ("Payor") prior to the date on which 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 notice shall be effective upon receipt, that Payor does not intend to provide funds make the Required Payment to the Agent for a Loan to be made by such Bank that such Bank will not make available 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 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 at a rate per annum equal to the Agent, at Index Rate in the case of Borrower and the Federal Funds Rate in the case of a Lender 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 Payor, together with interest as aforesaid; provided, however, that if neither the recipient(s) nor Payor shall return the Required Payment to Agent within three (3) Business Days and thereafter at the Alternate Base Rate. If after notice from Agent of such Bank shall repay Advance, then, retroactively to the Agent such corresponding amountAdvance Date, 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, Payor and the Borrower recipient(s) shall immediately each be obligated to pay such corresponding amount to interest on 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.Required Payment as follows:

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.

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 Unless the Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance date such Bank repays such amount to the Agent, at the customary rate set by the Agent for the correction of its obligation to make a Loan hereundererrors among banks for three (3) Business Days, and thereafter at the Prime Rate.

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 Unless the Agent shall affect the rights of have received notice from the Borrower with respect prior to the date on which any payment is due to any Bank hereunder that defaults the Borrower will not make such payment in full, the performance 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 customary rate set by the Agent for the correction of its obligation to make a Loan hereundererrors among banks for three (3) Banking Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified by a Bank Lender or Borrower ("PAYOR") prior to the date on which (in i) such Lender is to make payment to Agent of the case proceeds 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 Revolving Credit Advance to be made by such Bank Lender hereunder or (ii) Borrower is to make payment to Agent for account of one or more of Lenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, 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 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 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 the Agent, at the Federal Funds Index 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 Loanperiod. Nothing set forth in this Section SECTION 1.11 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.

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.

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 Unless the Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance date such Bank repays such amount to the Agent, at the Federal Funds Rate set by the Agent for the correction of its obligation errors among banks for three Business Days and thereafter at the interest rate then applicable to make a Loan hereunderthe Revolving Credit Loans.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received been notified in writing by a Lender that such Lender does not intend to make its Committed Percentage of an Advance available to Agent as required by Section 2.8(b) (which notice from shall be effective only upon its actual receipt by Agent in such manner and at such time as affords Agent a Bank reasonable opportunity to act on such notice prior to Agent's disbursement of such Advance), Agent may assume (with no requirement to make or verify such assumption) that such Lender has made such amount available to Agent as required by Section 2.8(b), and may in reliance upon such assumption (but without any obligation to do so) disburse such Advance to Borrower, including the applicable amount on behalf of such Lender corresponding to its Committed Percentage. If such amount is not in fact made available to Agent by such Lender prior to the time Agent disburses such Advance to Borrower then, until such amount is received by Agent from such Lender, such amount shall be payable to Agent by Borrower and such Lender, jointly and severally, on demand, together with interest thereon for each day during the period commencing on the date such amount was disbursed to Borrower and continuing until such amount is paid in full to Agent, at a per annum rate equal to (i) the rate prescribed by Section 2.3 in the case of a LIBOR Loan), or by 12:00 noon Chicago time on Borrower and (ii) the date (Federal Funds Rate in the case of an ABR Loan)such Lender, on which such Bank is to provide funds to the and in each case also together with all losses, costs or expenses, if any, incurred by Agent for as 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 result of failure of such Loan in accordance with Lender to perform its obligations under Section 2.03 and the Agent in its sole discretion may, but 2.8(b). No Lender shall not be obligated to, in reliance upon such assumption, make available liable for any other Lender's failure 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 hereunderfund an Advance.

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 provided however that no Bank shall be required to exceed the amount of its Commitment hereunder. To the extent that any such amount exceeds the Bank's Commitments hereunder, said excess shall be immediately repaid to Agent by Borrower. Notwithstanding the foregoing, Agent shall make reasonable attempts to replace the Bank which failed to pay such corresponding amount, provided however that Agent shall not be obligated to find such a replacement. 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 made available distributed to the Borrower such Bank until the date such Bank repays such amount is repaid to the Agent, at the customary rate set by the Agent for the correction of interest applicable errors among banks for three Business Days and thereafter 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 hereunderPrime Rate.

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 Unless the Agent shall affect have received notice from Borrower prior to the rights of the Borrower with respect date on which any payment is due to any Bank hereunder that defaults Borrower will not make such payment in full, the performance Agent may assume that 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 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 customary rate set by the Agent for the correction of its obligation to make a Loan hereundererrors among banks and thereafter at the Prime Rate.

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.

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.

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.

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 Unless Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Lenders hereunder that the Borrowers will not make such payment in full, Agent may assume that the Borrowers have made such payment in full to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers shall not have so made such payment in full to Agent, each Lender shall repay to Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to Agent, at the customary rate set forth in this by Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Prime Rate. -25- 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.2.18

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from been notified by a Bank Lender or Borrower (the “Payor”) 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 make payment to Agent of the Agent for proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be (such Bank payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that such Bank will the 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 on such date a corresponding amount. If and and, if the 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 of such Bank agrees payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to repay pay the amount thereof to the Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand such corresponding demand, pay to Agent the amount made available by Agent, together with interest thereon, for each day from thereon in respect of 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 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 hereunderperiod.

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 Unless the Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance date such Bank repays such amount to the Agent, at the Federal Funds Rate set by the Agent for the correction of its obligation errors among banks for three Business Days and thereafter at the interest rate then applicable to make a Loan hereunderthe 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 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.

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 Unless the Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance date such Bank repays such amount to the Agent, at the Federal Funds Rate set by the Agent for the correction of its obligation errors among banks for three Business Days and thereafter at the interest rate then applicable to make a Loan hereunderthe Revolving Credit Loans.

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.

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.

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 Unless the Agent and Paying Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance date such Bank repays such amount to the Paying Agent, at the customary rate set by the Paying Agent for the correction of its obligation to make a Loan hereundererrors among banks for three (3) Business Days and thereafter at the Prime Rate.

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.

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 Borrowers shall forthwith repay to the Agent an amount equal to the 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 the Agent shall promptly notify no longer have the Borrower, discretion under this Section 3.8 to make funds available to the Borrowers on the assumption that the Banks will make the corresponding funds available to the Agent. In no event shall the Agent be obligated to advance funds to the Borrowers (and in no event shall any other Bank have any liability to the Borrower shall immediately pay Borrowers) if a Bank fails to advance its share of such corresponding amount funds to the Agent in accordance 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 requirements of interest applicable at the time to such proposed Loan. Nothing set forth in Section 3.7 of 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 hereunderAgreement.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have received notice from has been notified by a Bank Lender prior to any Drawdown Date (which notice shall be effective upon receipt) that such Lender does not intend to make the date (in the case amount 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 any Advance required to be made by such Bank that such Bank will not make it available to the Agent such fundsin a timely manner, the Agent may assume that such Bank Lender has made such funds amount available to the Agent on the such date of such Loan in accordance with Section 2.03 and the Agent may in its sole discretion may, reliance upon such assumption (but shall not be obligated required to, in reliance upon such assumption, ) make available to the Borrower on such date a the corresponding amount. If and the Agent has been so notified by a Lender that such Lender does not intend to make the extent amount of such Bank shall not have given the notice provided for above and shall not have made such funds Advance available to the AgentAgent in a timely manner, the Agent shall have no obligation to advance such Bank agrees amount to repay the Borrower under any provision of this Agreement. Whenever the Agent has, on behalf of the Lenders, made the amount of any Borrowing available to the Borrower, and a Lender fails to make available to the Agent forthwith the amount of any Advance required to be made to the Borrower hereunder as a part of any Borrowing, the Agent shall be entitled to recover such amount on demand from such corresponding Lender (or, if such Lender fails to pay such amount on demand, from the Borrower within ten Business Days after demand for payment has been made on the Borrower) together with interest thereon, for thereon in respect of each day from during the date period commencing with the day such amount is was made available to the Borrower until and ending on the date day the Agent recovers such amount is repaid at a rate per annum equal 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 hereunderAdvance.

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 Unless the Agent and Paying Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance date such Bank repays such amount to the Paying Agent, at the customary rate set by the Paying Agent for the correction of its obligation to make a Loan hereundererrors among banks for three (3) Business Days and thereafter at the Prime Rate.

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 Unless the Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance date such Bank repays such amount to the Agent, at the customary rate set by the Agent for the correction of its obligation to make a Loan hereundererrors among banks for three Business Days and thereafter at the Base Rate.

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 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 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 Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate for the correction of errors among Lenders for three (3) Business Days and thereafter at the Alternate Base Prime 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 Agreement. If such Bank Lender 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, 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.

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.

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 Notwithstanding the above, as long as no Event of Default exists, Bank's shall not unreasonably withhold funding of an Advance, Line Advance or drawing under a Letter of Credit requested by Borrower in this accordance with the terms of Section 2.5 or 6.2. Unless the Agent shall affect the rights of 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 respect interest thereon, for each day from the date such amount is distributed to any such Bank that defaults in until the performance of its obligation date such Bank repays such amount to make a Loan hereunderthe Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Prime Rate.