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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in 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 “Payor”) prior to the date on which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan (or purchase of a portion of a Swing Loan, ) to be made by it hereunder or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

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 (a) in the case of a Lender, the proceeds of a Loan (or purchase of a portion of a Swing Loan, ) to be made by it hereunder or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

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 (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in 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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 (a) in the case of a Lender, the proceeds of a Loanan Advance to be made or participated in as applicable, by it hereunder or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 (a) in the case of a Lender, the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

Non-Receipt of Funds by the Agent. Unless the Borrower Agent shall have been notified by a Bank or a Lender, the Co-Borrowers (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 the proceeds of a Loan or the Co-Borrowers are to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (when the Agent recovers such amount at from a rate per annum Bank) or equal to the rate of interest applicable to such Loan (awhen the Agent recovers such amount from the Co-Borrowers) in the case of and, if such recipient shall fail to make such payment by a Lenderpromptly, the Federal Funds Effective Rate for Agent shall be entitled to recover such dayamount, or (b) in on demand, from the case of payment by the BorrowerPayor, the with interest rate applicable to the relevant Loanas aforesaid.

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 (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, with respect to interest paid by such Lender, or (b) 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 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 (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in 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 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 (a) in the case of a Lender, the proceeds of a LoanLoan or the Borrower is to make Payment to the Agent, or (b) in 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (when the Agent recovers such amount at from a rate per annum Bank) or equal to the rate of interest applicable to such Loan (awhen the Agent recovers such amount from the Borrower) in the case of and, if such recipient shall fail to make such payment by a Lenderpromptly, the Federal Funds Effective Rate for Agent shall be entitled to recover such dayamount, or (b) in on demand, from the case of payment by the BorrowerPayor, the with interest rate applicable to the relevant Loanas aforesaid.

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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 the Borrower has Borrowers have not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower Borrowers 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 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 the proceeds of a Loan or any Borrower is to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender“Required Payment”), the proceeds of a Loan, or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders 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 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 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 (a) in the case of payment by a LenderBank, the greater of the Federal Funds Effective Rate for such day, and a rate determined by the Agent in accordance with banking industry rules on interbank compensation or (b) in the case of payment by the BorrowerBorrowers, the interest rate applicable to Variable Rate Loans, but in the relevant Loancase of the return of advances not made by any Bank, without payments required under Section 3.5.

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 (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, with respect to interest paid by such Lender, or (b) 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 Company, a --------------------------------- Borrowing Subsidiary, a Lender or a Swing Loan 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 (ai) in the case of a Lender or Swing Loan Lender, the proceeds of a Loan, Loan or (bii) 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 or Swing Loan 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, Swing Loan Lender, Borrowing Subsidiary or the Borrower Company, as the case may be, has not in fact made such scheduled payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such scheduled payment to the Agent, such Lender or the Borrower 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 (ax) in the case of scheduled payment by a Lender or a Swing Loan Lender, the Federal Funds Effective Rate for such day, day or (by) 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 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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) 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 Borrower, as the case may be, has not in fact made such payment to the AgentAgent on or before when such payment is due, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first Business Day and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. Nothing herein shall be deemed to relieve any Lender or the Borrower, as the case may be, from its obligations hereunder or to prejudice any rights any party hereto may have against such Lender or Borrower as a result of any default by such Lender or Borrower, respectively.

Non-Receipt of Funds by the Agent. Unless the Subsidiary 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 (ai) in the case of a Lender, the proceeds of a Loan, Subsidiary Borrower Loan or (bii) in the case of the Subsidiary 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 Subsidiary Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Subsidiary Borrower Loan or (b) in the case of payment by the Subsidiary Borrower, the interest rate applicable to the relevant Subsidiary Borrower 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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the Borrower, a payment of principal (including but not limited to situations in which the Borrower informs the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrower intends to use such proceeds to make a payment of principal), interest or fees 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by due from 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 "Payor") prior to the date on ----- which it such Lender is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 prior to the date time on which it such notifying party is scheduled to make payment to the Agent of (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in 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 (a) in the case of a Lender, ) of the proceeds of a Loan, Loan or a payment under a Letter of Credit to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Alternative Base Rate plus the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in 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 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 (a) in the case of a Lender“Required Payment”), the proceeds of a Loan, or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient(s) 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (aif the recipient is the Borrower) in the case of payment by a Lender, the Federal Funds Effective Base Rate for such day, or and (bif the recipient is a Bank) in the case of payment Fed Funds Rate for such day as determined by the BorrowerAgent; 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 LoanBase Rate (if the Payor is the Borrower) or the Fed Funds Rate (if the Payor 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 (ai) in the case of a Lender, the proceeds of a LoanLoan or the unreimbursed amount of any payment required pursuant to Section 2.15(e)(ii), (ii) in the case of an Issuer, payment of any Reimbursement Obligation received from the Borrower, or (biii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the LendersLenders or an 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ai) in the case of payment by a LenderLender or an Issuer, the Federal Funds Effective Rate for such day, day or (bii) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoan or Reimbursement 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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by a Lender, (A) for Loans in Dollars, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan, and (B) for Loans in Agreed Currencies other than Dollars, the applicable Eurocurrency Reference Rate plus the Agent's overdraft cost, or (by) in the case of payment by the Borrower, (A) for Loans in Dollars, the interest rate applicable to the relevant Loan, and (B) for Loans in Agreed Currencies other than Dollars, the applicable Eurocurrency Reference Rate plus the Agent's overdraft cost.

Non-Receipt of Funds by the Agent. Unless the Company (on behalf of any Borrower or Borrowers) or a Lender, as the case may be, notifies the Agent prior to the date on which it Lender or a Borrower or Borrowers is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or participation or (b) in the case of the Borrowera Borrower or Borrowers, 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 Borrower or Borrowers, as the Borrower case may be, has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ay) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, or (b) in the case of payment by the Borrowerthereafter, the interest rate applicable to the relevant LoanLoan or (z) in the case of payment by a Borrower or Borrowers, the interest rate applicable to the relevant Loan or Reimbursement Obligations.

Non-Receipt of Funds by 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 (a) in the case of a Lender, the proceeds of a Loan (or purchase of a portion of a Swing Loan, ) to be made by it hereunder or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment shall, on demand by the Agentdemand, repay pay to the Agent the amount so made available by the Agent together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by Past Due Rate for such period if the recipient returning a LenderRequired Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day, period if the recipient returning a Required Payment is the Agent or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loana Lender.

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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) 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 a Borrower, as the Borrower case may be, has not in fact made such payment to the Applicable Agent, the Lenders 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 Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 Applicable Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) 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 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 (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment applicable rate provided under Section 1.02, with respect to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment repayment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 Lender or any 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 payment to the Agent of (a) in the case of a Lender, ) the proceeds of a Loan, Loan to be made by such Lender hereunder or (b) in the case of the a 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 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 recipient(s) on such assumption. If date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders 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 to, for each of the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 first three days following 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 (a) in the case of payment by a LenderAgent, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrowerand following such three day period, the interest rate applicable to the relevant LoanLoans corresponding to such amount, 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 as aforesaid.

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 the Agent Company prior to the date on which it such Bank or the Company (as the case may be) is scheduled to make any payment to the Agent of any amount required to be paid under this Agreement or any Note (a) in the case of such payment being herein called a Lender"Required Payment"), the proceeds of a Loan, or (b) 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 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 that assumption (but shall not be obligated required to), make the amount of such payment Required Payment available to the intended recipient in reliance upon recipient(s) on such assumptiondate. If such Bank or the Borrower Company (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 from and including the date such amount was so made available by the Agent until to but not including the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 which the Agent recovers such amount at a rate per annum equal to (ai) in the case of payment by a Lenderpayments due from the Banks, the Federal Funds Effective Rate for such dayday (as determined by the Agent) for the first two Business Days after the date on which such payment was due to be made and thereafter at the Base Rate in effect from time to time, or and (bii) in the case of payment by payments due from the BorrowerCompany, the interest rate applicable Base Rate in effect from time to time for the relevant Loanfirst two Business Days after the date on which such payment was due to be made, and thereafter at the Post-Default Rate.

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 (a) in the case of a Lender, ) of the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 (as the case may be) has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate Rate, and for such day. If any Lender has not in fact made such payment the Borrower as recipient, will be equal to the Agent, such Lender or Base Rate plus the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in 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 (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders recipient of the 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 time on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the such 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 applicable Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ai) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, or (b) in the case of payment by the Borrowerthereafter, the interest rate applicable to the relevant Loan or (ii) in the case of payment by such 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 such 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 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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the BorrowerBorrowers, a payment of principal (including but not limited to situations in which the Borrowers inform the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrowers intend to use such proceeds to make a payment of principal), interest or fees 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 Borrowers, as the case may be, has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such dayannum. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by due from the BorrowerBorrowers, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. (A) 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 (ai) in the case of a Lender, the proceeds of a Loan, or (bii) 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. (B) If any Lender shall fail to make any payment or any Revolving Loan required to be made by it pursuant to Sections 2.4.2, 2.4.3, 2.5.4, 2.19(A) or 10.8, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender and for the benefit of the Agent, the Swing Line Bank or the Issuing Bank to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in its discretion.

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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the Borrower, a payment of principal (including but not limited to situations in which the Borrower informs the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrower intends to use such proceeds to make a payment of principal), interest or fees 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, either the interest rate provided for in Section 2.3 if the payment relates to a Swingline Advance or, in all other cases, the interest rate applicable to the relevant Loan or (by) in the case of payment by due from the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Agent. (A) 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 (ai) in the case of a Lender, the proceeds of a Loan, or (bii) 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by a Lender, the greater of (i) the Federal Funds Effective Rate for such dayday for the first three (3) 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 a Foreign Currency) or (by) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. (B) If any Lender shall fail to make any payment or any Revolving Loan required to be made by it pursuant to Sections 2.4.2, 2.4.3, 2.5.4, 2.19(A) or 10.8, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender and for the benefit of the Agent, the Swing Line Bank or the Issuing Lenders to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in its discretion.

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 (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) 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. Each Lender's obligation to make Revolving Loans and to purchase participation interests in accordance with this Agreement shall be absolute and unconditional and shall not be affected by (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against Borrower, Agent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Default or Default; (iii) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower, as the Borrower case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, day or (by) 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 (a) in the case of a Lender, the proceeds of a Loan, or (b) in the case of the such 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 such Borrower has not in fact made such payment to the Agent, the Lenders 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 (i) the Federal Funds Effective Rate for such dayday for amounts denominated in or calculated with reference to Dollars and (ii) the Eurocurrency Base Rate for amounts denominated in or calculated with reference to Alternative Currencies. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower Borrowers 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.of

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 (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) in the case of the Borrower, a payment by any of the Borrowers of principal, interest 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 Relevant Borrower has not in fact made such payment to the Agent, the Lenders 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 the (i) the Federal Funds Effective Rate for such dayday for amounts denominated in or calculated with reference to Dollars, (ii) the Eurocurrency Base Rate for amounts denominated in or calculated with reference to Alternative Currencies or Dollars, and (iii) the Singaporean Rate for Singaporean Rate Swing Loans. If any Lender has not in fact made such payment to the Agent, such Lender Lender, or the Relevant Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.of

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 (a) in the case of a Lender, the proceeds of a Loan, Loan or a payment under Section 2.11.5(b) or (b) in the case of the a Borrower, a payment of principal, interest interest, fees or fees Reimbursement Obligations 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 Borrower, as the Borrower case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, day or (by) in the case of payment by the a Borrower, the interest rate applicable to the relevant LoanLoan or Reimbursement Obligation or if no such interest rate is specified, at the Floating Rate.

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 (a) in hereunder or the case of a Lender, the proceeds of a Loan, or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, (a) the Lenders 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 (i) to the Federal Funds Effective Rate for the first day of such day. If any Lender has not in fact made period and thereafter at the Base Rate plus the Base Rate Margin if the Payor is a Bank or (ii) at the Base Rate plus the Base Rate Margin for such payment to period if the Agent, such Lender or Payor is the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or and (b) in the case of payment by the BorrowerAgent 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 Loanforegoing clause (a).

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 (a) in the case of a Lender, the proceeds of a Loan, Loan or (b) 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 such Borrower, as the Borrower case may be, has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect Table 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 Contents annum equal to (ai) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (bii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Commitments and the Competitive Bid Advances of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereunder.

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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 the Borrower has Borrowers have not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower Borrowers 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoans.

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 prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, Bank) the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 LendersBanks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt by the Agent, 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 on 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 Bank has not, or the Borrower (as the case may be) has not not, in fact made the Required Payment to the Agent by the close of business on the date due, the recipient(s) of such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 and including 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 (ai) in the case of payment by a Lenderthe Borrower, the Federal Funds Effective Rate for such dayCorporate Base Rate, or and (bii) in the case of payment a Bank, the Agents cost of overnight funds, in each case for each day such amount was made available by the Borrower, the interest rate applicable to the relevant LoanAgent.

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 (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the (i) Federal Funds Effective Rate for such dayday for amounts denominated in or calculated with reference to Dollars and (ii) Eurocurrency Base Rate for amounts denominated in or calculated with reference to Alternative Currencies. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, day for amounts denominated in or calculated with reference to Dollars and the Eurocurrency Base Rate for such day for amounts denominated in or calculated with reference to Alternative Currencies or (b) 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 Lender 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 Lender is scheduled to make payment hereunder to the Agent of the proceeds of a Loan or a Borrower is to make payment to the Agent of (a) in Agent, as the case of may be (either such payment being a Lender"Required Payment"), the proceeds of a Loan, or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders recipient of such payment (and, if such recipient is a Borrower and the Payor Lender fails to pay the amount thereof to the Agent forthwith upon demand), the Borrowers 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 the average daily Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 (ai) in the case of a Lender, the proceeds of a LoanLoan or the unreimbursed amount of any payment required pursuant to Section 2.17(e)(ii), (ii) in the case of an Issuer, payment of any Reimbursement Obligation received from the Borrower, or (biii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the LendersLenders or an 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, Issuer or the Borrower Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ai) in the case of payment by a LenderLender or an Issuer, the Federal Funds Effective Rate for such day, day or (bii) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoan or Reimbursement Obligation.

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 (a) in hereunder or the case of a Lender, the proceeds of a Loan, or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, (a) the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ai) in the case of payment by if recovered from a Lender, at the Federal Funds Effective Rate for such day, or period and (bii) in the case of payment by if recovered from the Borrower, the rate of interest rate applicable to the relevant respective Loan, as determined pursuant to Section 3.1 and (b) Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a).

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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) 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 such Lender or the Borrowers do 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 either such Lender or the Borrower Borrowers, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) 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 which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan, or (b) 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 has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) 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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the Borrower, a payment of principal, interest or fees 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect recipient 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ai) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such day, day or (bii) in the case of payment by due from the Borrower, the interest rate applicable to the relevant Loan. Notwithstanding the preceding sentence, if the Agent has made the amount of any such payment available to the Borrower and a Lender has not in fact paid such payment to the Agent, the amount due to the Agent from the Borrower shall, to the extent a Swingline Advance would then be available to the Borrower, be deemed to be a Swingline Advance made on the date the corresponding amount was so made available to the Borrower by the Agent.

Non-Receipt of Funds by the Agent. (a) 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 (a) in hereunder or the case of a Lender, the proceeds of a Loan, or (b) in the case of the Borrower, Borrower is to make a payment of principal, interest or fees to the Agent Agent, for the account of one or more of the Agent or the Lenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, (i) the Lenders 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 the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agentperiod, such Lender or the Borrower shall, on demand by the Agent, repay to and (ii) the Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount so made available together calculated in accordance 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 foregoing clause (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or ). (b) The Commitments and other obligations of the Lenders under any Loan Document are several. The default by any Lender in making an advance under the case Loan in accordance with its Commitment shall not relieve the other Lenders of payment their obligations under any Loan Document. In the event of any default by any Lender in making any advance under the BorrowerLoan, each non- defaulting Lender shall be obligated to make its advance under the interest rate applicable Loan but shall not be obligated to advance the relevant Loanamount which the defaulting Lender as required to advance hereunder. No Lender shall be responsible for any act or omission of any other Lender.

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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or an Advance or (bii) in the case of the Borrower, a payment of principal (including but not limited to situations in which the Borrower informs the Agent that the Agent will be receiving proceeds of Collateral on a specific date and that the Borrower intends to use such proceeds to make a payment of principal), interest or fees 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 Borrower, as the case may be, has not in fact made such payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such dayannum. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 (ax) in the case of payment by due from a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by due from the Borrower, the interest rate applicable to the relevant Loan.. ARTICLE III

Non-Receipt of Funds by the Agent. (a 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 (a) in the case of a Lender, the proceeds of a Loan, Loan to be made by it hereunder or (b) 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 date and, if the Borrower Payor has not in fact made such payment the Required Payment to the Agent, the Lenders 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 the Federal Funds Effective Rate for such dayperiod. (b The Commitments and other obligations of the Lenders under the Loan Documents are several. If The default by any Lender has in making a Loan in accordance with its Commitment shall not relieve the other Lenders of their obligations under the Loan Documents. In the event of any default by any Lender in fact made such payment making any Loan, each nondefaulting Lender shall be obligated to the Agent, such Lender or the Borrower shall, on demand by the Agent, repay make its Loan but shall not be obligated to the Agent advance the amount so made available together with interest thereon in respect of each day during which the period commencing on the date such amount defaulting Lender was so made available required to advance hereunder. Each Lender shall be solely responsible for its own acts or omissions as provided by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanthis Agreement.

Non-Receipt of Funds by the Agent. Unless the Borrower or Agent shall have been notified by a Lender, as the case may be, notifies the Agent Lender prior to the date on of any proposed Loans requested by Borrower (which it is scheduled notice shall be effective upon receipt) that such Lender does not intend to make payment available to the Agent such Lender's Specified Percentage amount of such Loans, the Agent may assume that such Lender has made its Specified Percentage amount available to the Agent on the applicable Borrowing Date in accordance with Section 2.2(e) and the Agent may (but shall not be required to), in reliance on such assumption, make available to Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made its Specified Percentage amount available to the Agent, such Lender and Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Agent (a) in the case of a LenderBorrower, at the proceeds of a Loan, or interest rate applicable to such Loans and (b) in the case of such Lender, at the Borrower, a payment of principal, interest or fees to Federal Funds Rate if such amount is paid in full within three calendar days after demand therefor by the Agent for and, thereafter, at 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 assumptionAlternate Base Rate. If the Borrower has not in fact made such payment to the Agent, the Lenders shall, on demand by the Agent, Lender shall repay to the Agent the such corresponding amount, such amount so made available together with interest thereon in respect repaid shall constitute such Lender's Specified Percentage amount 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 the Federal Funds Effective Rate Loans for such daypurposes of this Agreement. If The failure of any Lender has to provide its Specified Percentage amount of any requested Loans shall not in fact made relieve any other Lender of its obligation hereunder to make its Specified Percentage amount of such payment to the Agent, such Lender or the Borrower 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 (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day, or (b) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLoans.

Non-Receipt of Funds by the Agent. Unless the Borrower Domestic 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 (ai) in the case of a Lender, the proceeds of a Loan, Loan or (bii) in the case of the 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 such Borrower, as the Borrower case may be, has not in fact made such payment to the Applicable Agent, the Lenders 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 Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If any Lender has not in fact made such payment to the Agent, such Lender or the Borrower 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 Applicable Agent recovers such amount at a rate per annum equal to (ax) in the case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (by) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.