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. 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. 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. Unless the Company (on behalf of any Borrower or Borrowers) or a Lender, as the case may be, notifies Agent shall have been notified by a Lender or Borrower (the "Payor") prior to the date on which such Lender or a Borrower or Borrowers is scheduled to make payment to Agent of (a) in the case of a Lender, the proceeds of a Loan or participation or (or funding b) in the case of a drawing under a Letter of Credit Borrower or reimbursement with respect to any drawing under a Letter of Credit) to be made by it hereunder or Borrower is to make Borrowers, a payment of principal, interest or fees to Agent for the account of one or more of the Lenders, that it does not intend to make such payment, Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower or Borrowers, 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 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 (y) in the case of payment by a Lender, the Federal Funds Effective Rate for such periodday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (z) in the case of payment by a Borrower or Borrowers, the interest rate applicable to the relevant Loan or Reimbursement Obligations.

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 Bank or Borrower the Company (the "Payor") prior to the date on which such Lender Bank 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 the payment of any amount by such Bank to reimburse the applicable Issuer for a drawing under any Letter of Credit) or the Company is to make a payment to Agent for the account of one or more of the LendersBanks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that 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 AgentAgent on or before such date, the recipient of such payment (or, if such recipient is the beneficiary of a Letter of Credit, Borrower the Company and, if Borrower the Company fails to pay the amount thereof to Agent forthwith upon demand, the Lenders Banks 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.

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. (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 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 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 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 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 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 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. 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.so

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 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) an Advance 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 receiptreceipt by Agent, 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) Required Payment 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 receives that Required Payment shall accrue at a rate per annum equal to (i) the Federal Funds Effective Rate for such periodperiod if Borrower was the Payor or (ii) the Applicable Rate for such period in accordance with SUBSECTION 2.1 hereof (without duplication) if a Lender was the Payor.

Non-Receipt of Funds by Agent. Unless Agent shall have been notified in writing by a Lender or Borrower (the "Payor") prior to the date on which that such Lender is does not intend to make payment its Committed Percentage of an Advance available to Agent of the proceeds of a Loan as required by Section 2.8(b) (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 only upon receipt, that the Payor does not intend its actual receipt by Agent in such manner and at such time as affords Agent a reasonable opportunity to make the Required Payment act on such notice prior to Agent's disbursement of such Advance), Agent may assume (with no requirement to make or verify such assumption) that the Required Payment such Lender has been made such amount available to Agent as required by Section 2.8(b), and may, may in reliance upon such assumption (but shall not be required to)without any obligation to do so) disburse such Advance to Borrower, make including the applicable amount thereof available on behalf of such Lender corresponding to the intended recipient on its Committed Percentage. If such date and, if the Payor has amount is 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 available to Agent forthwith upon demandby such Lender prior to the time Agent disburses such Advance to Borrower then, the Lenders ratably in proportion until such amount is received by Agent from such Lender, such amount shall be payable to their respective Revolving Loan Commitment Percentages) shallAgent by Borrower and such Lender, jointly and severally, on demand, pay to Agent the amount made available by Agent, 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 disbursed to Borrower and continuing until the date Agent recovers such amount is paid in full to Agent, at a rate per annum rate equal to (i) the rate prescribed by Section 2.3 in the case of Borrower and (ii) the Federal Funds Rate in the case of such Lender, and in each case also together with all losses, costs or expenses, if any, incurred by Agent as a result of failure of such Lender to perform its obligations under Section 2.8(b). No Lender shall be liable for such periodany other Lender's failure to fund an Advance.

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 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.