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

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 a Lender or the a Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant LoanObligation.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three five days and, thereafter, and the interest rate applicable to the relevant Loan for each day thereafter or (yii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, principal or interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment repayment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yb) in the case of payment repayment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the Borrower is to make payment to the Agent, as the case of the Borrowermay be (either such payment being a "Required Payment"), a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment (and, if such recipient is the Borrower and the Payor Bank fails to pay the amount thereof to the Agent forthwith upon demand, the Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from 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 (x) in the case of payment by a Lender, the average daily Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to such portion of the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Revolving Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Revolving Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or any payment under Section 2.6(e) or (ii) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in hereunder or the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, (a) the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafterperiod and (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, the interest rate applicable to amount calculated in accordance with the relevant Loan or foregoing clause (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana).

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date (or, in the case of a Lender with respect to a Revolving Floating Rate Advance under Section 2.11, prior to the time) on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or any payment under Section 2.5(d) or 2.6(e) or (ii) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date time on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, a rate per annum equal to the higher of the Federal Funds Effective Rate and the interest rate applicable to the relevant Loan. Nothing in this Section 2.18 shall be deemed to relieve any Lender from any of its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in hereunder or the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, (a) the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for period and (b) the first three days and, thereafterAgent shall be entitled to offset against any and all sums to be paid to such recipient, the interest rate applicable to amount calculated in accordance with the relevant Loan or foregoing clause (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana).

Non-Receipt of Funds by the Agent. Unless the Borrower or a --------------------------------- Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (yb) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan Loan, or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or any payment under Section 2.4(e) or (ii) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available available, 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the Borrower is to make payment to the Agent, as the case of the Borrowermay be (either such payment being a "Required Payment"), a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from 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 (x) in the case of payment by a Lender, the average daily Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 a Lender or the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanObligation.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, as the case may be, notifies Borrowers (the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, Borrowers are to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to such portion of the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan an Advance to be made or (ii) participated in as applicable, by it hereunder or the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the Borrower Borrowers or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 BorrowerBorrowers, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the BorrowerBorrowers, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the BorrowerBorrowers, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on time which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the greater of the daily average Federal Funds Effective Rate for such day for and a rate determined by the first three days and, thereafter, the interest rate applicable to the relevant Loan Administrative Agent in accordance with banking industry rules on interbank compensation or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date (or, in the case of the funding by a Lender of a Floating Rate Loan to be made in the same date of the notice thereof, prior to two hours after such notice is sent) on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the rate per annum equal to the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Company or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 BorrowerCompany, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the BorrowerCompany, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the BorrowerCompany, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Lender or a Lender, as the case may be, notifies Borrowers (the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, Borrowers are to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to such portion of the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, as the case may be, notifies Borrowers (the Agent "PAYOR") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, Borrowers are to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it 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 (xi) in when the case of payment by recipient is a LenderBank, the Federal Funds Effective Rate for such day for day, or (ii) the first three days and, thereafter, the rate of interest rate applicable to such Loan (when the relevant Loan or (y) in recipient is the case of payment by the Borrower, the interest rate applicable to the relevant LoanBorrowers).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (i) in the case of a Lender, ) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available 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 until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day Rate, and for the first three days andBorrower as recipient, thereafter, the interest rate applicable will be equal to the relevant Loan or (y) in Base Rate plus the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (i) in the case of a Lender, ) of the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available 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 until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day Rate, and for the first three days andBorrower as recipient, thereafter, the interest rate applicable will be equal to the relevant Loan or (y) in Base Rate plus the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such Lender or the Borrower is scheduled to make payment to the Agent of (i) in the case of a Lender, ) the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of any or all of the LendersLenders hereunder (such payment being herein referred to as a "Required Payment"), which notice shall be effective upon actual receipt, that it does not intend to make such paymentRequired Payment to the Agent, the Agent may assume that such payment has been made. The Agent may, (but shall not be obligated required to) assume that the Required Payment has been made and may (but shall not be required to), make the amount of such payment available to the intended recipient in reliance upon such assumption. If , make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand demand, or with respect to payment received by the AgentBorrower, within three (3) Business Days after such receipt repay to the Agent for the Agent's own account the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days andday, thereafterwith respect to interest paid by such Lender, the interest rate applicable to the relevant Loan or (yb) in the case of payment applicable rate provided under Section 1.05, with respect to interest paid by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment repayment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment repayment by the Borrower, the interest rate applicable to the relevant LoanAdvance.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Revolving Credit Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Revolving Credit Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Credit Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Lender is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, --------------------------------- as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on time which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the Borrower is to make Payment to the Agent, as the case of the Borrowermay be (either such payment being a "Required Payment"), a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for (when the first three days Agent recovers such amount from a Bank) or equal to the rate of interest applicable to such Loan (when the Agent recovers such amount from the Borrower) and, thereafterif such recipient shall fail to make such payment promptly, the Agent shall be entitled to recover such amount, on demand, from the Payor, with interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanas aforesaid.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan Revolving Loans to be made by it hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to such portion of the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the time and date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the greater of the Federal Funds Effective Rate for such day for and a rate determined by the first three days and, thereafter, Agent in accordance with banking industry rules on interbank compensation (including without limitation the interest rate applicable to Overnight Foreign Currency Rate in the relevant Loan case of Loans denominated in a Foreign Currency) or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on time which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the greater of the daily average Federal Funds Effective Rate for such day for and a rate determined by the first three days and, thereafter, the interest rate applicable to the relevant Loan Agent in accordance with banking industry rules on interbank compensation or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, (either one as appropriate being the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to the Agent or the Borrower is to make payment to the Agent of (i) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment (and, if such recipient is the Borrower and the Payor Bank fails to pay the amount thereof to the Agent forthwith upon demand, the Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from 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 (x) in the case of payment by a Lender, the average daily Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such Lender or the Borrower is scheduled to make payment to the Agent of (i) in the case of a Lender, ) the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of any or all of the LendersLenders hereunder (such payment being herein referred to as a "Required Payment"), which notice shall be effective upon actual receipt, that it does not intend to make such paymentRequired Payment to the Agent, the Agent may assume that such payment has been made. The Agent may, (but shall not be obligated required to) assume that the Required Payment has been made and may (but shall not be required to), make the amount of such payment available to the intended recipient in reliance upon such assumption. If , make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand demand, or with respect to payment received by the AgentBorrower, within three (3) Business Days after such receipt repay to the Agent for the Agent's own account the amount so made available together with interest thereon in cash 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 (x) in the case of payment by a Lenderapplicable rate provided under Section 1.02, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the with respect to interest rate applicable to the relevant Loan or (y) in the case of payment paid by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Revolving Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yb) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent (i) in the case of the Borrower, prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the LendersLenders or (ii) in the case of a Lender, prior to the date on which it is scheduled to make a Eurodollar Loan or 30 minutes prior to the time at which it is scheduled to make an ABR Loan, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (i) in the case of a Lender, ) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available 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 until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day Rate, and for the first three days andBorrower as recipient, thereafter, the interest rate applicable will be equal to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanBase Rate.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date (or, in the case of a Lender with respect to a Floating Rate Advance under Section 2.11, prior to the time) on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or any payment under Section 2.6(e) or (ii) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. 2.21.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower --------------------------------- or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders for the account of the applicable Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, Agent the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, --------------------------------- as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to 1:00 p.m. (New York time) on the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on or before the fifth Business Day after demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 a Lender or the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.Obligation. ARTICLE III

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Applicable Agent prior to the date on which it is scheduled to make payment to the Applicable Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the a Borrower, a payment of principal, interest or fees to the Applicable Agent for the account of the Lenders, that it does not intend to make such payment, the Applicable Agent may assume that such payment has been made. The Applicable 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 a Borrower, as the case may be, has not in fact made such payment to the Applicable Agent, the recipient of such payment shall, on demand by the Applicable Agent, repay to the Applicable Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Applicable Agent until the date the Applicable Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, principal or interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, Borrower (either one as appropriate being the case may be, notifies the Agent “Payor”) prior to the date on which it such Bank is scheduled to make an advance or payment hereunder to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in any Borrower is to make payment to the Agent, as the case of the Borrowermay be (either such payment being a “Required Payment”), a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment (and, if such recipient is a Borrower and the Payor Bank fails to pay the amount thereof to the Agent forthwith upon demand, such Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from 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 (xa) in the case of payment by a LenderBank, the greater of the Federal Funds Effective Rate for such day for and a rate determined by the first three days and, thereafterAgent in accordance with banking industry rules on interbank compensation or (b) in the case of the Borrowers, the interest rate applicable to the relevant Loan or (y) Variable Rate Loans, but in the case of payment the return of advances not made by the Borrowerany Bank, the interest rate applicable to the relevant Loanwithout payments required under Section 3.5.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a LenderBorrower (either one, as appropriate, being the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment hereunder to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in any Borrower is to make payment to the Agent, as the case of the Borrowermay be (either such payment being a "Required Payment"), a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment from the Agent (and, if such recipient is a Borrower and the Payor Bank fails to pay the amount thereof to the Agent forthwith upon demand, such Borrower) shall, on demand by the Agentdemand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from 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 (x) in the case of payment by a Lender, the average daily Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or a payment under Section 2.4.5.(b) or (ii) in the case of the Borrower, a payment of principal, interest interest, fees or fees Reimbursement Obligations to the Agent or the Issuer for the account of the LendersLenders or the Issuer, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment repayment by a LenderLender of funds advanced to such Lender by the Agent, the Federal Funds Effective Rate for such day for or (y) in the first three days and, thereaftercase of repayment by the Borrower of funds advanced to the Borrower by the Agent, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanReimbursement Obligation.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanFloating Rate.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower or such Lender or the BorrowerLender, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (but excluding) the date the Agent recovers such amount at a rate per annum equal to (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yb) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanAdvance.

Non-Receipt of Funds by the Agent. Unless the a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the rate per annum equal to the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 any Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the applicable Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the greater of (i) the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan and (ii) a rate determined by the Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in an Agreed Currency other than Dollars) or (y) in the case of payment by the any Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on time which it is scheduled 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 Borrower, a payment of principal, principal or interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date (or time, with respect to a Lender making proceeds of Floating Rate Advances available) on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the any Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. 2.20.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to such portion of the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such Lender or the Borrower is scheduled to make payment to the Agent of (i) in the case of a Lender, ) the proceeds of a Loan to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of any or all of the LendersLenders hereunder (such payment being herein referred to as a "Required Payment"), which notice shall be effective upon actual receipt, that it does not intend to make such paymentRequired Payment to the Agent, the Agent may assume that such payment has been made. The Agent may, (but shall not be obligated required to) assume that the Required Payment has been made and may (but shall not be required to), make the amount of such payment available to the intended recipient in reliance upon such assumption. If , make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand demand, or with respect to payment received by the AgentBorrower, within three (3) Business Days after such receipt repay to the Agent for the Agent's own account the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days andday, thereafterwith respect to interest paid by such Lender, the interest rate applicable to the relevant Loan or (yb) in the case of payment applicable rate provided under Section 1.03, with respect to interest paid by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Borrowers or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Revolving Loan or (iib) in the case of the BorrowerBorrowers, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the BorrowerBorrowers, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for or (b) in the first three days and, thereaftercase of payment by the Borrowers, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Company or a Borrowing Subsidiary or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 BorrowerCompany or a Borrowing Subsidiary, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such scheduled payment, the Agent may assume that such scheduled payment has been made. The Agent may, but shall not be obligated to, make the amount of such scheduled payment available to the intended recipient in reliance upon such assumption. If such Lender or the BorrowerCompany, as the case may be, has not in fact made such scheduled payment to the Agent, the recipient of such scheduled payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of scheduled payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of scheduled payment by the BorrowerCompany or a Borrowing Subsidiary, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date time on which it such notifying party is scheduled to make payment to the Agent of (i) in the case of a Lender, ) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available 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 until, but excluding, the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day Rate, and for the first three days andBorrower as recipient, thereafter, the interest rate applicable will be equal to the relevant Loan or (y) in Base Rate plus the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Lender or the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it such notifying party is scheduled to make payment to the Agent of (i) in the case of a Lender, ) of the proceeds of a Loan or a payment under a Letter of Credit or the Distribution LC to be made by it hereunder or (ii) in the case of the Borrower, ) a payment of principal, interest or fees to the Agent for the account of one or more of the LendersLenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available 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 but excluding the date the Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day Rate, and for the first three days andBorrower as recipient, thereafter, the interest rate applicable will be equal to the relevant Loan or (y) in Base Rate plus the case of payment by the Borrower, the interest rate applicable to the relevant LoanApplicable Margin.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yb) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the either Borrower or --------------------------------- a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 either Borrower, a payment of principal, interest or fees to the Agent for the account of any of the LendersLenders or, in the case of the Borrower, the Swing Line Lender, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the such Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Revolving Credit Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Prime Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Credit Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.the

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent " Payor ") prior to the date on which it the Payor is scheduled to make a payment to the Agent of (i) in the case of a Lender" Required Payment "), the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenderswhich notice shall be effective upon receipt, that it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent may, made and may in reliance upon such assumption (but shall not be obligated required to, ) make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand by the Agentdemand, repay to the Agent the amount so made available 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 (xif the recipient is the Borrower) in the case of payment by Prime Rate for such day, and (if the recipient is a Lender, Bank) the Federal Fed Funds Effective Rate for such day for as determined by the first three days and, thereafterAgent; and if such recipient(s) shall fail promptly to make such payment, the Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest rate applicable to as aforesaid at the relevant Loan or Prime Rate (y) in if the case of payment by Payor is the Borrower, ) or the interest rate applicable to Fed Funds Rate (if the relevant LoanPayor is a Bank).

Non-Receipt of Funds by the Agent. Unless the --------------------------------- Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower Company or a LenderBank, --------------------------------- as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a LenderBank, the proceeds of a Loan Credit Extension or (ii) in the case of the BorrowerCompany, a payment of principal, interest or fees to the Agent for the account of the LendersBanks, that it does not intend to make such payment, the 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 Bank or the BorrowerCompany, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a LenderBank, the Federal Funds Effective Rate for such day for the first three days and, and thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the BorrowerCompany, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, --------------------------------- as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate Interest Rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the any Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the any Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "Payor") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in hereunder or the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, (a) the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafterperiod and (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, the interest rate applicable to amount calculated in accordance with the relevant Loan or foregoing clause (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana).

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan Loan, or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds amount of a Loan Loan, or (iib) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, and thereafter, the interest rate applicable to the relevant Loan Loans, or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoans. 2.17.

Non-Receipt of Funds by the Agent. Unless the Borrower or a --------------------------------- Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent (or the same date, in the case of Reference Rate Loans) of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Fed Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yb) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yb) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower or a Lender, as (the case may be, notifies the Agent "PAYOR") prior to the date on which it such Bank is scheduled to make payment to the Agent of (i) in hereunder or the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the 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 it the Payor does not intend to make such paymentthe Required Payment to the Agent, the Agent may assume that such payment the Required Payment has been made. The Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Agent, (a) the recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available to it 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafterperiod and (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, the interest rate applicable to amount calculated in accordance with the relevant Loan or foregoing CLAUSE (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana).

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date (or, in the case of a Lender with respect to a Floating Rate Advance under Section 2.11, prior to the time) on which it is scheduled 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 Borrower, a payment of principal, principal or interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (ia) in the case of a Lender, the proceeds of a Loan or (iib) in the case of the any Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the 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 the such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xa) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment by the any Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled 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 Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it the Borrower or Lender does not intend to make such payment, the 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 the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available 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 (xi) in the case of payment which was assumed to have been made by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (yii) in the case of payment which was assumed to have been made by the Borrower, the interest rate applicable to the relevant Loan.