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

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, together with interest thereon in respect of the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified 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 Lender or Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Banks hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate for such periodthree Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank, prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 payment being herein called the "Required Payment"), which notice shall be effective upon receiptBank, that such Bank will not make available to the Payor does not intend to make Agent such funds, the Required Payment to Agent, Agent may assume that such Bank has made such funds available to Agent on the Required Payment has been made date of such Loan in accordance with Section 2.03 hereof and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Bank shall not have made such funds available to the Agent, such Bank agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Agent, for three (3) Banking Days, at the Federal Funds Rate and thereafter, at the 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 Borrower, and 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 Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Unless the Agent shall have received notice from Borrower prior to the date on which any payment is due to any Bank hereunder that Borrower will not make such payment in full, the 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 required obligated to), make in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount thereof available then due such Bank. If and to the intended recipient on extent Borrower shall not have so made such date and, if payment in full to the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, for three (3) Banking Days, at a rate per annum equal to the Federal Funds Rate for such periodand thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank, prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for a Revolving Credit 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 payment being herein called the "Required Payment"), which notice shall be effective upon receiptBank, that such Bank will not make available to the Payor does not intend to make Agent such funds, the Required Payment to Agent, Agent may assume that such Bank has made such funds available to Agent on the Required Payment has been made date of such Revolving Credit Loan in accordance with Section 2.02 hereof and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Bank shall not have made such funds available to the Agent, such Bank agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Agent, for three (3) Banking Days, at the Federal Funds Rate and thereafter, at the 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 Borrower, and 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 Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Unless the Agent shall have received notice from Borrower prior to the date on which any payment is due to any Bank hereunder that Borrower will not make such payment in full, the 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 required obligated to), make in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount thereof available then due such Bank. If and to the intended recipient on extent Borrower shall not have so made such date and, if payment in full to the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, for three (3) Banking Days, at a rate per annum equal to the Federal Funds Rate for such periodand thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by a Lender or Borrower (the "PayorPAYOR") prior to the date on which such Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, together with interest thereon in respect of the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified by received notice from a Lender prior to the date (in the case of a Eurodollar Loan), or by 1:00 P.M. New York City time on the date (in the case of an ABR Loan), on which such Lender is to provide funds to the Agent for a Loan to be made by such Lender that such Lender will not make available to the Agent such funds, the Agent may assume that such 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 Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such 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 "Payor"Alternate Base Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s applicable Loan for purposes of this Agreement. If such Lender 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 Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Lenders hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Lender shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Lender together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Lender until the date Agent recovers such Lender repays such amount to the Agent, at a rate per annum equal to the Federal Funds Effective Rate for such periodthree Business Days and thereafter at the Alternate Base Rate.

Non-Receipt of Funds by Agent. Unless (a) 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 such amounts from the Banks as set forth herein; provided, however, that unless the Agent shall have been notified by a Lender Bank prior to the time the applicable Loan is to be made hereunder that such Bank does not intend to make its Pro-Rata Share of the applicable Loan available to the Agent, the Agent may (but is not required to) assume that such Bank has made such Pro-Rata Share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to the Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable borrowing available to the Agent, then the applicable Bank and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date 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 and a rate determined by the 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 pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable borrowing to the Agent, then the amount so paid shall constitute such Bank’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such payment to the Agent. If at any time a Bank is obligated to make a Loan but does not make such Loan available, either to the Borrower or the Agent, as applicable, such unfunded amount shall be deemed to be outstanding for purposes of calculating the Unused Line Fee. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Banks hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may (but is not required to) assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the greater of the daily average of the Federal Funds Rate for such periodand a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 3.7 and the Agent in its sole discretion may, but shall not be obligated to, in reliance on such assumption, make available to the Borrower on such date a corresponding amount. If, and to the extent such Bank 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 repaid to make a payment to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three (3) Business Days and thereafter at the Prime Rate. If such Bank does not pay such corresponding amount forthwith upon the Agent’s demand therefore, 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 Lenders, as time to such proposed Loan. (b) Unless the case may be (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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for the three Business Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. (a) Unless Agent shall have been notified by a received notice from Lender or Borrower (the "Payor") prior to the date on which such Lender is to make payment provide funds to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) for an advance to be made by it hereunder or Borrower Lender that Lender will not make available to Agent such funds, Agent may assume that Lender has made such funds available to Agent on the date of such advance in accordance with 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 Company on such date a corresponding amount. If and to the extent Lender shall not have made such funds available to Agent, Lender agrees to repay Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to make a payment the Company until the date such amount is repaid to Agent, at the customary rate set by Agent for the account correction of one or more errors among banks for three (3) Business Days and thereafter at the Quoted Rate. If Lender shall repay to Agent such corresponding amount, such amount so repaid shall constitute Lender’s advance for purposes of this Agreement and the Lendersother Loan Documents. If Lender does not pay such corresponding amount forthwith upon Agent’s demand therefor, as Agent shall promptly notify the case may be Company, and the Company shall immediately pay such corresponding amount to Agent with the interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to Agent, at the rate of interest applicable at the time to such proposed advance. (b) Unless Agent shall have received notice from the Company prior to the date on which any payment is due hereunder that the Company will not make such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agentin full, Agent may assume that the Required Payment Company has been 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 (but assumption, cause to be distributed to Lender on such due date an amount equal to the amount then due Lender. If and to the extent the Company shall not be required to), make the amount thereof available to the intended recipient on have so made such date and, if the Payor has not payment in fact made the Required Payment full to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof Lender shall repay to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, Lender together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to Lender until the date Agent recovers Lender repays such amount to Agent at a the customary rate per annum equal to set by Agent for the Federal Funds Rate correction of errors among banks for such periodthree (3) Business Days and thereafter at the Quoted Rate.

Non-Receipt of Funds by Agent. (a) Unless Agent shall have been notified in writing by a Lender or Borrower (the "Payor") prior to the date on which such Lender is to make payment to Agent of the proceeds of a any Revolving 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 Lender (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ) that the Payor such Lender does not intend to make the Required Payment proceeds of such Revolving Loan available to Agent, Agent may assume that such Lender will make such proceeds available to Agent on the Required Payment has been made date provided in Section 2.17 hereof, and may, Agent may in reliance upon such assumption (but shall not be required to)) make available to Borrower a corresponding amount. If such amount is made available to Agent on a date after the date set forth in Section 2.17 hereof, make such Lender shall pay to Agent on demand an amount equal to the product of (i) the Federal Funds Rate during such period as quoted by Agent, times (ii) the amount thereof 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 including such borrowing date to the date on which such Lender’s Pro Rata Share of such borrowing shall have become immediately available to Agent and the intended recipient denominator of which is 360. If such Lender’s Pro Rata Share of such borrowing is not in fact made available to 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 with interest thereon at the rate per annum applicable to such borrowing hereunder, on demand, from Borrower. (b) Unless Agent shall have been notified by Borrower prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that Borrower does not intend to make such payment, Agent may assume that Borrower has made, or will make, such payment when due, and Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date andan amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Payor Borrower has not in fact made the Required Payment such payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) Lender shall, on demand, pay repay to Agent the amount made available by Agentto such Lender, together with interest thereon in respect of for each day during the period commencing on the date such amount was so made available by Agent until to such Lender and ending on (but excluding) the date Agent recovers such Lender repays such amount to Agent, at a daily rate per annum equal to 1/360 of the Federal Funds Rate for on such periodday. (c) A certificate of Agent submitted to Borrower or any Lender with respect to any amount owing under this Section 2.10 with reasonable detail as to the computation of such amount shall be conclusive absent manifest error.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by a Lender or Borrower (the "“Payor"”) prior to the date day on which such Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, together with interest thereon in respect of the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by a Lender or Borrower (the "“Payor"”) prior to the date on which (i) such Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Revolving Credit or reimbursement with respect to any drawing under a Letter of Credit) Advance to be made by it such Lender hereunder or (ii) Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to Agent, the recipient recipient(s) of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay repay to Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Index Rate for such period. Nothing in this Section 1.11 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified by received notice from a Lender prior to the date (in the case of a Eurodollar Loan), or by 1:00 P.M. New York City time on the date (in the case of an ABR Loan), on which such Lender is to provide funds to the Agent for a Loan to be made by such Lender that such Lender will not make available to the Agent such funds, the Agent may assume that such 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 Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such 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 "Payor"Alternate Base Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s applicable Loan for purposes of this Agreement. If such Lender 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 Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Lenders hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Lender shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Lender together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Lender until the date Agent recovers such Lender repays such amount to the Agent, at a rate per annum equal to the Federal Funds Effective Rate for such periodthree Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 2.2 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 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 make a payment the Borrower until the date such amount is repaid to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three (3) Business Days, and thereafter at the 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 LendersAgent shall promptly notify Borrower, as and Borrower shall immediately pay such corresponding amount to the case may be (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. 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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for three (3) Business Days, and thereafter at the Prime Rate.

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 been notified by a Lender or Borrower (the "Payor") prior to the close of business on the Business Day immediately preceding the date on which such Lender it is required to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Company 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 Borrowing Subsidiary, a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made or will be made on the date required. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender, the Company or the Borrowing Subsidiary, as the case may be (such payment being herein called the "Required Payment")be, which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made or does not make when due such payment to the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demanddemand by the Agent, pay repay to the Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the case of repayment by a Lender, the Published Federal Funds Effective Rate for such periodday or (ii) in the case of repayment by the Company or a Borrowing Subsidiary, the interest rate applicable to the relevant Loan. If a Lender fails to pay the Agent as provided in the preceding sentence, the Company shall pay such amount to the Agent upon demand plus interest (at the rate applicable to the applicable Advance) to the date of repayment (but not including such date if payment is received prior to the deadlines established in Section 2.15). (b) Neither the Agent nor any Lender shall incur any liability to the Company or any Borrowing Subsidiary in acting upon any telephonic notice referred to in this Agreement which the Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or the Borrowing Subsidiary or for otherwise acting in good faith under this Section 2.20. Upon the funding of Loans by the Lenders in accordance with this Agreement (including satisfaction of all conditions thereto) pursuant to any telephonic notice (with confirmation promptly thereafter by facsimile), the Company (or the applicable Borrowing Subsidiary with respect to Advances borrowed by a Borrowing Subsidiary) shall have effected a borrowing hereunder. An Advance Notice (or telephonic notice in lieu thereof) shall be irrevocable and the Company or the Borrowing Subsidiary, as applicable, shall be bound to effect a borrowing in accordance therewith. (c) If the Agent fails to make any Loan funds received from a Lender available to the Company for any reason and does not return such Loan funds to such Lender on the same Business Day such funds were received by the Agent, the Agent shall pay to such Lender, upon demand, interest from the date such funds are received by the Agent from such Lender, provided such funds were received prior to the deadlines for receipt set forth in Section 2.11 until the date such corresponding amount is either made available by the Agent to the Company within the time limits of Section 2.11 or so returned to such Lender, at the rate per annum equal to the then-current Published Federal Funds Effective Rate and the Company shall have no responsibility to such Lender with respect to such funds until they are so made available to the Company by the Agent. (d) Nothing in this Section 2.20 shall relieve any Lender from its obligation to fund its share of any Advance, prejudice any rights the Company may have against any Lender as a result of such Lender's failure to make the amount of its Loan available to the Company or obligate any Lender to fund any other Lender's share of any Advance.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified by received notice from a 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 Lender is to provide funds to the Agent for a Loan to be made by such Lender that such Lender will not make available to the Agent such funds, the Agent may assume that such 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 Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such 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 Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s applicable Loan for purposes of this Agreement. If such Lender 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 Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Lenders hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each applicable Lender shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Lender together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Lender until the date Agent recovers such Lender repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate for such periodthree Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. (a) Unless the Company or a Lender, as the case may be, notifies the Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the close of business on the Business Day immediately preceding the date on which such Lender it is required to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (or funding ii) in the case 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 the Company, a payment of principal, interest or fees to the Agent for the account of one or more of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made or will be made on the date required. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Company, as the case may be (such payment being herein called the "Required Payment")be, which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made or does not make when due such payment to the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demanddemand by the Agent, pay repay to the Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the case of repayment by a Lender, the Published Federal Funds Effective Rate for such periodday or (ii) in the case of repayment by the Company, the interest rate applicable to the relevant Loan. If a Lender fails to pay the Agent as provided in the preceding sentence, the Company shall pay such amount to the Agent upon demand plus interest (at the rate applicable to the applicable Advance) to the date of repayment (but not including such date if payment is received prior to the deadlines established in Section 2.15). (b) Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to in this Agreement which the Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this Section 2.20. Upon the funding of Loans by the Lenders in accordance with this Agreement (including satisfaction of all conditions thereto) pursuant to any telephonic notice (with confirmation promptly thereafter by facsimile), the Company shall have effected a borrowing hereunder. An Advance Notice (or telephonic notice in lieu thereof) shall be irrevocable and the Company shall be bound to effect a borrowing in accordance therewith. (c) If the Agent fails to make any Loan funds received from a Lender available to the Company for any reason and does not return such Loan funds to such Lender on the same Business Day such funds were received by the Agent, the Agent shall pay to such Lender, upon demand, interest from the date such funds are received by the Agent from such Lender, provided such funds were received prior to the deadlines for receipt set forth in Section 2.11 until the date such corresponding amount is either made available by the Agent to the Company within the time limits of Section 2.11 or so returned to such Lender, at the rate per annum equal to the then-current Published Federal Funds Effective Rate and the Company shall have no responsibility to such Lender with respect to such funds until they are so made available to the Company by the Agent. (d) Nothing in this Section 2.20 shall relieve any Lender from its obligation to fund its share of any Advance, prejudice any rights the Company may have against any Lender as a result of such Lender's failure to make the amount of its Loan available to the Company or obligate any Lender to fund any other Lender's share of any Advance.

Non-Receipt of Funds by Agent. Unless (a) 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 such amounts from the Banks as set forth herein; provided, however, that unless the Agent shall have been notified by a Lender Bank prior to the time the applicable Loan is to be made hereunder that such Bank does not intend to make its Pro-Rata Share of the applicable Loan available to the Agent, the Agent may (but is not required to) assume that such Bank has made such Pro-Rata Share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to the Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable borrowing available to the Agent, then the applicable Bank and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date 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 and a rate determined by the 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 pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable borrowing to the Agent, then the amount so paid shall constitute such Bank’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such payment to the Agent. If at any time a Bank is obligated to make a Loan but does not make such Loan available, either to the Borrower or the Agent, as applicable, such unfunded amount shall be deemed to be outstanding for purposes of calculating the Unused Line Fee. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Banks hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may (but is not required to) assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the greater of the daily average of the Federal Funds Effective Rate for such periodand a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by a Lender or Borrower (the "PayorPAYOR") prior to the date on which (i) such Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Revolving Credit or reimbursement with respect to any drawing under a Letter of Credit) Advance to be made by it such Lender hereunder or (ii) Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to Agent, the recipient recipient(s) of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay repay to Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Index Rate for such period. Nothing in this SECTION 1.11 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank, prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for a Revolving Credit 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 such Bank, that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Revolving Credit Loan in accordance with Section 2.02 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 made such funds available to the Agent, such Bank agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to make a payment the Borrower until the date such amount is repaid to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three (3) Banking Days and thereafter at the 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 LendersAgent shall promptly notify Borrower, as and Borrower shall immediately pay such corresponding amount to the case may be (Agent with the interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Bank hereunder that the Borrower will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for three (3) Banking Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless Subject to Sections 3.3(f) and 9.5, unless Agent shall have been notified by a Lender or Borrower (the "“Payor"”) prior to the date on which such Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, together with interest thereon in respect of the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified by received notice from a Lender prior to the date (in the case of a Eurodollar Loan), or by 12:00 noon Chicago time on the date (in the case of an ABR Loan), on which such Lender is to provide funds to the Agent for a Loan to be made by such Lender that such Lender will not make available to the Agent such funds, the Agent may assume that such 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 Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such 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 Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s applicable Loan for purposes of this Agreement. If such Lender 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 Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Lenders hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Lender shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Lender together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Lender until the date Agent recovers such Lender repays such amount to the Agent, at a rate per annum equal to the Federal Funds Effective Rate for such periodthree Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 2.04 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 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 make a payment the Borrower until the date such amount is repaid to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three Business Days and thereafter at the 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 LendersAgent's demand therefor, as the case may Agent shall promptly notify each other Bank, and 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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for three Business Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 such Bank that such Bank will not make available to make a payment to the Agent for such funds, the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that such Bank has made such funds available to the Required Payment has been made 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 (but shall not be required to)assumption, make the amount thereof available to the intended recipient Borrower on such date and, if a corresponding amount. If and to the Payor has extent that such Bank shall not in fact have made such portion available to the Required Payment to Agent, and the recipient of Agent shall have made such payment (orcorresponding amount available to the Borrower, if such recipient is Bank, on the beneficiary of a Letter of Creditone hand, Borrower andand the Borrower, if Borrower fails on the other, severally agree to pay to the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agentdemand such corresponding amount, together with interest thereon in respect of the period commencing on for each day from the date such amount was so is made available by Agent to the Borrower until the date Agent recovers 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 days after the due date of such periodpayment 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 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 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. Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which Borrowing Date of any Revolving Credit Loan that such Lender is Bank will not make available to make payment to the Agent the amount of the proceeds of a Loan (or funding of a drawing under a Letter of such Bank's Proportionate Revolving Credit or reimbursement Commitment with respect to such Loan, the Agent may assume that such Bank has made such amount available to the Agent on the date of such Borrowing Date. If and to the extent any drawing under a Letter Bank shall not have so made the amount of Credit) its Proportionate Revolving Credit Commitment available to be the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest and administrative charges thereon, for each day such amount is made available to the Borrowers until such amount is repaid to the Agent, at the customary rates set by it hereunder or Borrower is to make a payment to the Agent for the account correction of one errors among banks. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Proportionate Revolving Credit Commitment with respect to such Loan for purposes of this Agreement and the Revolving Credit Note. If such Bank does not repay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower (or more of the LendersBorrowers, as the case may be (such payment being herein called the "Required Payment"be), which notice and the Borrower (or Borrowers) shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon immediately repay such assumption (but shall not be required to), make the corresponding amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so is made available by Agent to the Borrower (or Borrowers) until the date Agent recovers such amount at a rate per annum equal is repaid to the Federal Funds Rate for Agent, at the rate of interest applicable at the time to such periodproposed Revolving Credit Loan. Any repayment made pursuant to the preceding sentence shall not be subject to the provisions set forth in the second and third sentences of Subsection 2.4(a). Subject to the terms and conditions herein, any such repayment by the Borrower (or Borrowers, as the case may be) may, but need not, be made with proceeds of another loan, not subject to this Agreement, extended to the Borrower (or Borrowers, as the case may be) by one of the Banks.

Non-Receipt of Funds by Agent. Unless Agent shall have been ----------------------------- notified by a Lender or Borrower (the in either case, "Payor") prior to the date on ----- which such Lender Payor is to make payment to Agent of (in the case of a Lender) the proceeds of a Loan (or funding of a drawing under a Letter of Revolving Credit or reimbursement with respect to any drawing under a Letter of Credit) Advance to be made by it such Lender hereunder or Borrower is to make (in the case of Borrower) a payment to Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), ---------------- which notice shall be effective upon receiptreceipt by Agent, that the such Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the such Payor has not in fact made the Required Payment to Agent, the recipient recipient(s) of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay repay to Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so ------------ made available by Agent until the date Agent recovers such amount amount, at a rate per annum equal to the Federal Funds CP Rate for such periodday and, if such recipient(s) shall fail promptly to make such payment, Agent shall be entitled to recover such amount, on demand, from such Payor, together with interest as aforesaid; provided, that -------- if neither the recipient(s) nor such Payor shall return the Required Payment to Agent within three (3) Business Days of the Advance Date, then, retroactively to the Advance Date, such Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (a) if the Required Payment shall represent a payment to be made by Borrower to Lenders, Borrower and the recipient(s) shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Default Rate (and, in case the recipient(s) shall return the Required Payment to Agent, without limiting the obligation of Borrower hereunder to pay interest to such recipient(s) at the Default Rate in respect of the Required Payment); and (b) if the Required Payment shall represent proceeds of a Revolving Credit Advance to be made by Lenders to Borrower, such Payor and Borrower shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant hereto (and, in case Borrower shall return the Required Payment to Agent, without limiting any claim Borrower may have against Payor in respect of the Required Payment). Nothing in this Section 1.12 or elsewhere in this Agreement or the other Loan ------------ Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by Agent. 2.5.1. Unless the Administrative Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Administrative Agent of the proceeds of for a Revolving Credit 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 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 2.4 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 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 make a payment the Borrower by the Administrative Agent until the date such amount is repaid to Agent the Administrative Agent, at the Federal Funds Rate for the account first three days and thereafter at the interest 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 Revolving Credit Loan for purposes of one or more this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent’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 Lenders, as time to such proposed Revolving Credit Loan. 2.5.2. Unless the case may be (Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Administrative Agent may assume that the Required Payment Borrower has been made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Administrative Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Administrative Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate for such periodthe first three days and thereafter at the interest rate then applicable to the Revolving Credit Loans.

Non-Receipt of Funds by Agent. 2.1.11.1 Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 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 so made such funds available to the Agent, such Bank shall repay to the Agent on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to make a payment the Borrower until the date such amount is repaid to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three Business Days and thereafter at the 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 upon the LendersAgent's demand therefor, as the case may be (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 Loan. 2.1.11.2 Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for three Business Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless Borrower or a Lender, as the case may be, has notified Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender it is scheduled to make payment to Agent of (i) in the proceeds case of a Loan Lender, an Advance, or (or funding ii) in the case 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 Borrower, a payment of principal, interest or fees to the Agent for the account of one the Agent or more any or all of the Lenders, that it does not intend to make such payment (which notice shall not affect the obligations of Borrower or any Lender, as the case may be (such payment being herein called the "Required Payment"be, hereunder), which and such notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to has been received by Agent, Agent may assume that the Required Payment has been such payment will be made and when due. Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date andassumption. If such Lender or Borrower, if as the Payor case may be, has not in fact made the Required Payment such payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demanddemand by Agent, pay repay to Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Agent) for such periodday or (ii) in the case of payment by Borrower, the interest rate applicable to the 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 obligations. 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, and subject to the terms of this Agreement, regardless of the failure of any other Lender to fulfill its Commitment hereunder.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified 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 Lender or Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.03 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have given the notice provided for above and shall not have made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan. Nothing set forth in this Section shall affect the rights of the Borrower with respect to any Bank that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Banks hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate for such periodthree Business Days and thereafter at the Alternate Base Rate.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 2.04 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 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 make a payment the Borrower until the date such amount is repaid to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three Business Days and thereafter at the Prime Rate. If such Bank shall repay to the Agent such 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 LendersAgent's demand therefor, as the case may Agent shall promptly notify each other Bank, and 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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for three Business Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender Payor is to make payment to Agent of (in the case of a Lender) the proceeds of a Loan (or funding of a drawing under a Letter of Revolving Credit or reimbursement with respect to any drawing under a Letter of Credit) Advance to be made by it such Lender hereunder or Borrower is to make (in the case of Borrower) a payment to Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to Agent, the recipient recipient(s) of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay repay to Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Index Rate in the case of Borrower and the Federal Funds Rate in the case of a Lender for such periodday 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 after notice from Agent of such Advance, then, retroactively to the Advance Date, Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by Borrower to Lenders, Borrower and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Default Rate (and, in case the recipient(s) shall return the Required Payment to Agent, without limiting the obligation of Borrower hereunder to pay interest to such recipient(s) at the Default Rate in respect of the Required Payment); and (ii) if the Required Payment shall represent proceeds of a Revolving Credit Advance to be made by Lenders to Borrower, Payor and Borrower shall (without duplication) each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant hereto (and, in case Borrower shall return the Required Payment to Agent, without limiting any claim Agent or Borrower may have against Payor in respect of the Required Payment). Nothing in this Section 1.11 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank, prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for a Revolving Credit 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 payment being herein called the "Required Payment"), which notice shall be effective upon receiptBank, that such Bank will not make available to the Payor does not intend to make Agent such funds, the Required Payment to Agent, Agent may assume that such Bank has made such funds available to Agent on the Required Payment has been made date of such Revolving Credit Loan in accordance with Section 2.02 hereof and the Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Bank shall not have made such funds available to the Agent, such Bank agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Agent, for three (3) Banking Days, at the customary rate set by the Agent for the correction of errors among banks; and thereafter, at the 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 Borrower, and 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 Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Revolving Credit Loan. Unless the Agent shall have received notice from Borrower prior to the date on which any payment is due to any Bank hereunder that Borrower will not make such payment in full, the 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 required obligated to), make in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount thereof available then due such Bank. If and to the intended recipient on extent Borrower shall not have so made such date and, if payment in full to the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, for such periodthree (3) Banking Days, at the customary rate set by the Agent for the correction of errors among banks and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless the Agent shall have has been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender is to make payment to Agent of the proceeds of a Loan any Drawdown Date (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 payment being herein called the "Required Payment"), which notice shall be effective upon receipt, ) that the Payor such Lender does not intend to make the Required Payment amount of any Advance required to Agentbe made by it available to the Agent in a timely manner, the Agent may assume that such Lender has made such amount available to the Required Payment has been made Agent on such date and may, the Agent may in reliance upon such assumption (but shall not be required to), ) make available to the Borrower the corresponding amount. If the Agent has been so notified by a Lender that such Lender does not intend to make the amount thereof of such Advance available to the intended recipient Agent in a timely manner, the Agent shall have no obligation to advance such amount to the Borrower under any provision of this Agreement. Whenever the Agent has, on such date andbehalf of the Lenders, if the Payor has not in fact made the Required Payment amount of any Borrowing available to Agentthe Borrower, and a Lender fails to make available to the Agent the amount of any Advance required to be made to the Borrower hereunder as a part of any Borrowing, the recipient of Agent shall be entitled to recover such payment amount on demand from such Lender (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower Lender fails to pay the such amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent from the amount Borrower within ten Business Days after demand for payment has been made available by Agent, on the Borrower) together with interest thereon in respect of each day during the period commencing on with the date day such amount was so made available by Agent until to the date Borrower and ending on the day the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for rate applicable to such periodAdvance.

Non-Receipt of Funds by Agent. (1) Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 2.2 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent such Bank 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 make a payment the Borrowers until the date such amount is repaid to Agent the Agent, at the overnight federal funds rate calculated in the manner customary for the account correction of one errors among banks for three Business Days and thereafter at the Base Rate. If such Bank shall repay to the Agent such amount with interest upon or more prior to the Agent's demand therefor, such Bank shall be deemed to have funds available as required under Section 2.2. If such Bank does not pay such amount forthwith upon Agent's demand therefor, the Agent shall promptly notify Borrowers, and 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 Borrowers until the date such amount is repaid to the Agent, at the rate of interest applicable at the Lenders, as time to such proposed Loan. (2) Unless the case may be (Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Banks hereunder that the Borrowers will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been Borrowers have made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrowers shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the overnight federal funds rate calculated in the manner customary for such periodthe correction of errors among banks for three Business Days and thereafter at the Base Rate.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender Payor is to make payment to Agent of (in the case of a Lender) the proceeds of a Loan (or funding of a drawing under a Letter of Revolving Credit or reimbursement with respect to any drawing under a Letter of Credit) Advance to be made by it such Lender hereunder or Borrower is to make (in the case of Borrower) a payment to Agent for the account of one or more of the Lenders, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date date; and, if the Payor has not in fact made the Required Payment to Agent, the recipient recipient(s) of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay repay to Agent the amount so made available by Agent, together with interest thereon in respect of each day during the period commencing on the date (the "Advance Date") such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Index Rate in the case of Borrower and the Federal Funds Rate in the case of a Lender for such period.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 after notice from Agent of such Advance, then, retroactively to the Advance Date, Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows: (i) if the Required Payment shall represent a payment to be made by Borrower to Lenders, Borrower and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Default Rate (and, in case the recipient(s) shall return the Required Payment to Agent, without limiting the obligation of Borrower hereunder to pay interest to such recipient(s) at the Default Rate in respect of the Required Payment); and

Non-Receipt of Funds by Agent. Unless Borrower or a Lender, as the case may be, has notified Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender it is scheduled to make payment to Agent of (i) in the proceeds case of a Loan Lender, an Advance, or (ii) in the case of Borrower, a payment of principal, interest, fees or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) other amounts required to be made by it paid hereunder or Borrower is to make a payment to Agent for the account of one Agent or more of any or all of the Lenders, that it does not intend to make such payment (which notice shall not affect the obligations of Borrower or any Lender, as the case may be (such payment being herein called the "Required Payment"be, hereunder), which and such notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to has been received by Agent, Agent may assume that the Required Payment such payment has been or will be made and when due. Agent may, in reliance upon such assumption (but shall not be required obligated to), make the amount thereof of such payment available to the intended recipient on in reliance upon such date and, if assumption. If and to the Payor has extent that such payment was not in fact made to the Required Payment to AgentAdministrative Agent in immediately available funds, the recipient of such payment then: (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, a) if Borrower fails failed to pay the amount thereof to Agent make such payment, each Lender shall forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay demand repay to Agent the amount portion of such assumed payment that was made available by Agentto such Lender in immediately available funds, together with interest thereon in respect of the period commencing on each day from and including the date such amount was so made available by Agent until to such Lender to the date Agent recovers such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Effective Rate from time to time in effect (as determined by Agent); and (b) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by Agent to Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect (as determined by Agent). If such Lender pays such amount to Agent, then such amount shall constitute such Lender’s Loan included in the applicable Advance. If such Lender does not pay such amount forthwith upon Agent’s demand therefor, Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Advance. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitment hereunder or to prejudice any rights which Agent or Borrower may have against any Lender as a result of any default by such periodLender hereunder. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 2.15 shall be conclusive, absent manifest error.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified by received notice from a Lender prior to the date (in the case of a Eurodollar Loan), or by 1:00 P.M. Charlotte, North Carolina time on the date (in the case of an ABR Loan), on which such Lender is to provide funds to the Agent for a Loan to be made by such Lender that such Lender will not make available to the Agent such funds, the Agent may assume that such 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 Lender shall not have given the notice provided for above and shall not have made such funds available to the Agent, such 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 Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s applicable Loan for purposes of this Agreement. If such Lender 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 Lender that defaults in the performance of its obligation to make a Loan hereunder. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Lenders hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Lender shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Lender together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Lender until the date Agent recovers such Lender repays such amount to the Agent, at a rate per annum equal to the Federal Funds Effective Rate for such periodthree Business Days and thereafter at the Alternate Base Rate. (c) The provisions of this Section 2.04 shall not apply to Swing Line Loans.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of a Loan (for an Advance, Line Advance, or funding of a drawing under a 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 Advance, Line Advance, or reimbursement drawing under a Letter of Credit in accordance with respect Section 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 any the Borrower on such date a corresponding amount. If and to the extent such Bank 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 Prime Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's 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 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 Advance, Line Advance or drawing under a Letter of Credit) to be made by it hereunder or Borrower is to make a payment to Agent for . Notwithstanding the account of one or more of the Lendersabove, as the case may be (such payment being herein called the "Required Payment")long as no Event of Default exists, which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but Bank's shall not be required to)unreasonably withhold funding of an Advance, make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of Line Advance or drawing under a Letter of Credit, Credit requested by Borrower and, if Borrower fails to pay in accordance with the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, together with interest thereon in respect terms of the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such periodSection 2.5 or 6.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Lender, prior to the date on which such Lender is to make payment provide funds to Agent of the proceeds of for 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 such Lender, that such Lender will not make available to Agent such funds, Agent may assume that such Lender has made such funds available to Agent on the date of such Loan in accordance with Section 2.01 and Agent, in its sole discretion, may, but shall not be obligated to, in reliance upon such assumption, make available to a Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made such funds available to Agent, such Lender agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to make a payment Borrower until the date such amount is repaid to Agent, at the customary rate set by Agent for the account correction of one or more errors among banks for three (3) Business Days and thereafter at the Prime Rate. If such Lender shall repay such corresponding amount to Agent, such amount so repaid shall constitute that Lender’s Loan for purposes of this Agreement. If such Lender does not pay such corresponding amount forthwith upon Agent’s demand therefor, Agent shall promptly notify such Borrower, and such Borrower shall immediately pay such corresponding amount to Agent with interest thereon, for each day from the Lendersdate such amount is made available to such Borrower until the date such amount is repaid to Agent, as at the case may be (rate of interest applicable at the time to such proposed Loan. 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 being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agentin full, Agent may assume that the Required Payment has been 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 (but 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 be required to), make the amount thereof available to the intended recipient on have so made such date and, if the Payor has not payment in fact made the Required Payment full to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof each Lender shall repay to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Lender together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Lender until the date Agent recovers such Lender repays such amount to Agent, at a the customary rate per annum equal to set by Agent for the Federal Funds Rate correction of errors among banks for such period.three (3) Business Days and thereafter at the Prime Rate. -25- Section 2.18

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 2.04 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 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 make a payment 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 account correction of one or more errors among banks for three Business Days and thereafter at the interest 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 LendersAgent’s demand therefor, as the case may be (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. 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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate set by the Agent for such periodthe correction of errors among banks for three Business Days and thereafter at the interest rate then applicable to the Revolving Credit Loans.

Non-Receipt of Funds by Agent. Unless (a) 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 such amounts from the Banks as set forth herein; provided, however, that unless the Agent shall have been notified by a Lender Bank prior to the time the applicable Loan is to be made hereunder that such Bank does not intend to make its Pro-Rata Share of the applicable Loan available to the Agent, the Agent may (but is not required to) assume that such Bank has made such Pro-Rata Share available to the Agent prior to such time, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable borrowing available to the Agent, then the applicable Bank and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date 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 and a rate determined by the 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 pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable borrowing to the Agent, then the amount so paid shall constitute such Bank’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such payment to the Agent. If at any time a Bank is obligated to make a Loan but does not make such Loan available, either to the Borrower or the Agent, as applicable, such unfunded amount shall be deemed to be outstanding for purposes of calculating the Unused Line Fee. (b) Unless the "Payor") Agent shall have received notice from the Borrower prior to the date on which such Lender any payment is due to the Banks hereunder that the Borrower will not make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may (but is not required to) assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the greater of the daily average of the Federal Funds Rate for such periodand a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 such Bank that such Bank will not make available to make a payment to the Agent for such funds, the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that such Bank has made such funds available to the Required Payment has been made Agent on the date of such Loan in accordance with Section 3.7 of this Agreement and the Agent (in its sole discretion) may, but shall not be obligated to, in reliance upon such assumption (but shall not be required to)assumption, make the amount thereof available to the intended recipient Borrowers on such date and, if a corresponding amount. If and to the Payor has extent such Bank shall not in fact have so made such funds available to the Required Payment to Agent, such Bank agrees to repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demandon demand such corresponding amount together with interest thereon, for each day from the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the date such amount is made available to the Borrowers until the date such amount is repaid to the Agent, at the customary rate set by Agentthe Agent for the correction of errors among banks. 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 (the “Defaulting Bank”) does not pay such corresponding amount forthwith (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 in respect at the Applicable Rate from the date of such Loan until the period commencing Loan is repaid. Once a Funding Default has occurred, then the Agent shall no longer have the discretion under this Section 3.8 to make funds available to the Borrowers on the date such amount was so made assumption that the Banks will make the corresponding funds available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for 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 Borrowers) if a Bank fails to advance its share of such periodfunds to the Agent in accordance with the requirements of Section 3.7 of this Agreement.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") prior to the date on which such Lender is to make payment provide funds to the Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) for an Advance to be made by it hereunder or Borrower is to such Lender that such Lender will not make a payment available to Agent for the account of one or more of the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agentfunds, Agent may assume that such Lender has made such funds available to Agent on the Required Payment has been made date of such Advance in accordance with the terms of this Agreement and Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but shall not be required to)assumption, make the amount thereof available to the intended recipient Borrower on such date and, if a corresponding amount. If and to the Payor has extent such Lender shall not in fact have so made the Required Payment such funds available to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails Lender agrees to pay the amount thereof repay to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the demand such corresponding amount made available by Agent, together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so is made available by Agent to Borrower until the date Agent recovers such amount is repaid to Agent, at a rate per annum equal to the Federal Funds Rate for the correction of errors among Lenders for three (3) Business Days and thereafter at the Prime Rate. If such periodLender shall repay to Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance for purposes of this Agreement. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Agent with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent at the rate of interest applicable at the time to such proposed Advance.

Non-Receipt of Funds by Agent. Unless Agent shall have been Borrower or any Lender has notified by a Lender or Borrower (the "Payor") Agent, prior to the date on which such Lender any payment is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) required to be made by it hereunder or Borrower is to make a payment to Agent for the account of one hereunder, that Borrower or more of the Lenderssuch Lender, as the case may be (be, will not make such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agentpayment, Agent may assume that Borrower or such Lender, as the Required Payment case may be, has been timely made such payment and may, in reliance upon such assumption may (but shall not be so required to), in reliance thereon, make the available a corresponding amount thereof available to the intended recipient on Person entitled thereto. If and to the extent that such date and, if the Payor has payment was not in fact made the Required Payment to AgentAgent in immediately available funds, the recipient of such payment then: (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, a) if Borrower fails failed to pay the amount thereof to Agent make such payment, each Lender shall forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay demand repay to Agent the amount portion of such assumed payment that was made available by Agentto such Lender in immediately available funds, together with interest thereon in respect of the period commencing on each day from and including the date such amount was so made available by Agent until to such Lender to the date Agent recovers such amount is repaid to Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and (b) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by Agent to Borrower to the date such amount is recovered by Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to Agent, then such amount shall constitute such Lender’s Loan included in the applicable borrowing. If such Lender does not pay such amount forthwith upon Agent’s demand therefor, Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which Agent or Borrower may have against any Lender as a result of any default by such periodLender hereunder. A notice of Agent to any Lender or Borrower with respect to any amount owing under this paragraph 4.4 shall be conclusive, absent manifest error.

Non-Receipt of Funds by Agent. (a) Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 3.7 and the Agent in its sole discretion may, but shall not be obligated to, in reliance on such assumption, make available to the Borrower on such date a corresponding amount. If, and to the extent such Bank 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 repaid to make a payment to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three (3) Business Days and thereafter at the Prime Rate. If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefore, 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 Lenders, as time to such proposed Loan. (b) Unless the case may be (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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for the three Business Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. Unless Agent shall have been ----------------------------- notified by a Lender or Borrower (the "Payor") prior to the date on which such ----- Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by 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 payment being herein called the "Required Payment"), which notice shall ---------------- be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, together with interest thereon in respect of the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Non-Receipt of Funds by Agent. Unless the Agent and Paying Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Paying Agent of the proceeds of for 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 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 2.04 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 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 make a payment the Borrower until the date such amount is repaid to the Paying Agent, at the customary rate set by the Paying Agent for the account correction of one or more errors among banks for three Business Days and thereafter at the 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 LendersPaying Agent's demand therefor, as the case may be (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. Unless the Agent and Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been 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 (but assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Paying Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Paying Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Paying Agent, at the customary rate set by the Paying Agent for such periodthe correction of errors among banks for three (3) Business Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. (a) Unless Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender is to make payment to Agent of the proceeds of a Loan (or funding of a drawing under a Letter of Credit or reimbursement with respect to any drawing under a Letter of Credit) to be made by it hereunder or Borrower is to make a payment to Agent Agent, for the account of one or more of Agent or the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, (i) the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, to it together with interest thereon in respect of the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period, and (ii) Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a). (b) The Commitments and other obligations of the Lenders under any Loan Document are several. The default by any Lender in making a Loan in accordance with its Commitment shall not relieve the other Lenders of their obligations under any Loan Document. In the event of any default by any Lender in making any Loan, each nondefaulting Lender shall be obligated to make its Loan but shall not be obligated to advance the amount which the defaulting Lender was required to advance hereunder. No Lender shall be responsible for any act or omission of any other Lender.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 2.05 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 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 make a payment 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 account correction of one or more errors among banks for three Business Days and thereafter at the interest 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 LendersAgent's demand therefor, as the case may be (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. 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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate set by the Agent for such periodthe correction of errors among banks for three Business Days and thereafter at the interest rate then applicable to the Revolving Credit Loans.

Non-Receipt of Funds by Agent. Unless the Agent and Paying Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Paying Agent of the proceeds of for 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 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 2.04 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 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 make a payment the Borrower until the date such amount is repaid to the Paying Agent, at the customary rate set by the Paying Agent for the account correction of one or more errors among banks for three Business Days and thereafter at the 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 LendersPaying Agent’s demand therefor, as the case may be (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. Unless the Agent and Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been 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 (but assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Paying Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Paying Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Paying Agent, at the customary rate set by the Paying Agent for such periodthe correction of errors 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 been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for a Revolving 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 such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Revolving Loan in accordance with Section 2.02(b) hereof. If and to the extent such Bank shall not have made such funds available to the Agent, such Bank agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is paid to make a payment to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks until the completion of three (3) Business Days and thereafter at the LendersBase Rate. If such Bank shall repay to the Agent such corresponding amount, as such amount so repaid shall constitute such Bank's Revolving Loan for purposes of this Agreement. (b) Unless the case may be (Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Bank hereunder that the Borrower will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks until the completion of three (3) Business Days and thereafter at the Base Rate.

Non-Receipt of Funds by Agent. 2.1.6.1 Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 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 so made such funds available to the Agent, such Bank shall repay to the Agent on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to make a payment the Borrower until the date such amount is repaid to the Agent, at the customary rate set by the Agent for the account correction of one or more errors among banks for three Business Days and thereafter at the 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 upon the LendersAgent's demand therefor, as the case may be (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 Loan. 2.1.6.2 Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount at a rate per annum equal to the Federal Funds Rate Agent, at the customary rate set by the Agent for such periodthe correction of errors among banks for three Business Days and thereafter at the Prime Rate.

Non-Receipt of Funds by Agent. (a) Unless Agent shall have been notified by receives notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender that Bank is to make payment provide funds to Agent of the proceeds of for 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 that Bank that such Bank will not make available to Agent the funds, Agent may assume that such Bank has made the funds available to Agent on the date of the Loan in accordance with Section 2.06, and 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 Borrowers on the date a corresponding amount. If and to the extent such Bank has not made such funds available to Agent, such Bank agrees to repay to Agent, immediately on demand, the corresponding amount together with interest thereon, for each day from the date the amount is made available to make a payment the Borrowers until the date the amount is repaid to Agent, at the customary rate set by Agent for the account correction of one or more errors among banks for three Business Days and thereafter at the Base Rate. If such Bank shall repay to Agent the 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 immediately upon Agent's demand therefor, Agent shall promptly notify Petroleum, and the LendersBorrowers shall immediately pay such corresponding amount to Agent with interest thereon, as for each day from the case may be date such amount is made available to the Borrowers until the date such amount is repaid to Agent, at the rate of interest applicable at the time to such proposed Loan. (b) Unless Agent receives notice from the Borrowers prior to the date on which any payment is due to the Banks hereunder that the Borrowers will not make such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agentin full, Agent may assume that the Required Payment has been Borrowers have made such payment in full to Agent on such date, and Agent in its sole discretion may, but is not be obligated to, in reliance upon such assumption (but assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrowers shall not be required to), make the amount thereof available to the intended recipient on have so made such date and, if the Payor has not payment in fact made the Required Payment full to Agent, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof each Bank shall repay to Agent forthwith upon demand, the Lenders ratably in proportion immediately on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to Agent, at a the customary rate per annum equal to set by Agent for the Federal Funds Rate correction of errors among banks for such periodthree Business Days and thereafter at the Base Rate.

Non-Receipt of Funds by Agent. Unless the Agent shall have been notified by received notice from a Lender or Borrower (the "Payor") Bank prior to the date on which such Lender Bank is to make payment provide funds to the Agent of the proceeds of for 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 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 2.4 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 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 make a payment 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 account correction of one or more errors among banks for three Business Days and thereafter at the interest 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 LendersAgent’s demand therefor, as the case may be (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. 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 being herein called in full, the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment Borrower has been made such payment in full to the Agent on such date and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption (but 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 be required to), make the amount thereof available have so made such payment in full to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, each Bank shall repay to the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower and, if Borrower fails to pay the amount thereof to Agent forthwith upon demand, the Lenders ratably in proportion on demand such amount distributed to their respective Revolving Loan Commitment Percentages) shall, on demand, pay to Agent the amount made available by Agent, such Bank together with interest thereon in respect of the period commencing on thereon, for each day from the date such amount was so made available by Agent is distributed to such Bank until the date Agent recovers such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate set by the Agent for such periodthe correction of errors among banks for three Business Days and thereafter at the interest rate then applicable to the Revolving Credit Loans.