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 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 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 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:

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. 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 (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 or Borrower (the "Payor") Bank prior to the date on which such ----- Lender time the applicable Loan 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 (that such payment being herein called the "Required Payment"), which notice shall ---------------- be effective upon receipt, that the Payor Bank does not intend to make its Pro-Rata Share of the Required Payment 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 Required Payment has been made Agent prior to such time, and the Agent may, in reliance upon such assumption (but shall not be required to)assumption, make the amount thereof available to the intended recipient on Borrower a corresponding amount. In such date andevent, if the Payor a Bank has not in fact made its share of the Required Payment applicable borrowing available to the Agent, then the recipient of such payment (or, if such recipient is applicable Bank and the beneficiary of a Letter of Credit, Borrower and, if Borrower fails 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 demand such corresponding amount made available by Agent, together with interest thereon in respect of the period commencing on thereon, for each day from and including the date such amount was so is made available by Agent until to the Borrower to but excluding the date Agent recovers of payment to the Agent, at (i) in the case of payment to be made by such amount at a rate per annum equal to 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.

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 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.