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

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a Borrower (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Revolving Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 the rate per annum equal applicable to such portion of the applicable Revolving Loan. Any payment due from any Lender to Agent pursuant hereto shall bear interest at the Federal Funds Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)Rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan Revolving Loans to be made by it hereunder or the Borrowers are any Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)overnight federal funds rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the Federal Funds Rate for the first three Business Days after receipt and thereafter the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "Payor") prior to the date on which such Bank notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the Borrowers are to make case of the Borrower) a payment to the Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if such Lender or the Payor Borrower (as the case may be) has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).,

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "PayorPAYOR") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 (i) when the recipient is a Bank, the Federal Funds Rate for such day day, or (when the recipient is a Bankii) or equal to the rate of interest applicable to such Loan (when the recipient is a the Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Bank Lender or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "“Payor"”) prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Revolver Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 (i) the Federal Funds Effective Rate for such day period if the Borrower was the Payor or (when ii) the recipient is Applicable Rate for such Period in accordance with Section 2.4 hereof (without duplication) if a Bank) or equal to Bank was the rate of interest applicable to such Loan (when the recipient is a Borrower)Payor.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Revolving Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the applicable BORROWER (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are such BORROWER is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Bank or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (either one as appropriate being the "Payor") prior to the date on which such Bank is to make payment hereunder to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the BanksAgent, as the case may be (either such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment (and, if such recipient is the Borrower and the Payor Bank fails to pay the amount thereof to the Agent forthwith upon demand, the Borrower) shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).together

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower Parent (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrowers are Parent is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Bank or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") prior to the date on which such Bank notifying party is scheduled to make payment to the Agent of (in the case of a Bank) the proceeds of a Loan to be made by it hereunder or (in the Borrowers are to make case of a Borrower) a payment to the Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient recipient(s) on such date and, if such Bank or Borrower (as the Payor case may be) has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, shall on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until at the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)Prime Rate.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrowerthe Borrowers).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate (or, in the case of the Borrowers, the Applicable Rate) for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (the "PayorPAYOR") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 (i) when the recipient is a Bank, the Federal Funds Rate for such day for amounts denominated in or calculated with reference to Dollars, and the applicable LIBOR Base Rate for amounts denominated in or calculated with reference to an Alternative Currency, or (when the recipient is a Bankii) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "PayorPAYOR") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are such Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Alternate Base Rate plus the Applicable Margin (or, if the recipient of such payment is a Bank or an Issuing Bank, the Federal Funds Rate Rate) for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "Payor") prior to the date on which such Bank notifying party is scheduled to make payment to the Agent (in the case of a Lender) of the proceeds of a Loan to be made by it hereunder or (in the Borrowers are to make case of the Borrower) a payment to the Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if such Lender or the Payor Borrower (as the case may be) has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until 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 Rate Rate, and for such day (when the recipient is a Bank) or Borrower as recipient, will be equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)Base Rate plus Applicable Margin.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Bank or a Borrower (the "Payor") Borrowers prior to the date on which such Bank is Borrowers are scheduled to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does Borrowers do not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if the Payor has Borrowers have not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)day.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") Company prior to the date on which such Bank or the Company (as the case may be) is scheduled to make any payment to the Agent of the proceeds of a Loan any amount required to be made by it hereunder paid under this Agreement or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be any Note (such payment being herein called the a "Required Payment"), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such that assumption (but shall not be required to), make the amount thereof of such Required Payment available to the intended recipient recipient(s) on such date and, if date. If such Bank or the Payor Com pany (as the case may be) has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date on which the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate effective federal funds rate for such day (when as determined by the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a BorrowerAgent).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (the "“Payor"”) prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 (i) when the recipient is a Bank, the Federal Funds Rate for such day day, or (when the recipient is a Bankii) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrowerthe Borrowers).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "“Payor"”) prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "“Payor"”) prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "“Payor"”) prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, (a) the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate Rate, or if the Payor is the Borrower at the applicable interest rate hereunder, for such day period, and (when b) the recipient is a Bank) or equal Agent shall be entitled to the rate of interest applicable offset against any and all sums to be paid to such Loan recipient, the amount calculated in accordance with the foregoing clause (when the recipient is a Borrowera).

Non-Receipt of Funds by the Agent. (a Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan Revolving Loans to be made by it hereunder or the Borrowers are is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Revolving Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan. 4.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified in writing by a Bank Lender or a the Borrower (the "PayorPAYOR") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "PayorPAYOR") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a the Borrower).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount made available to it 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 Rate for such day period or (when if the recipient is a Bankthe Borrower) or equal to the rate of interest applicable to such Loan Base Rate (when as defined in the recipient is a BorrowerInterest Rate Agreement).

Non-Receipt of Funds by the Agent. Unless the Agent shall --------------------------------- have been notified by a Bank or a the Borrower (the "Payor") prior to the date on ----- which such Bank is to make payment to the Agent of the proceeds of a Loan an Advance to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon ---------------- receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount made available to it 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 (a) the Past Due Rate for such period if the recipient returning a Required Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day (when period if the recipient returning a Required Payment is the Agent or a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).Lender. 2.5

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") Company prior to the date on which such Bank or the Company (as the case may be) is scheduled to make any payment to the Agent of the proceeds of a Loan any amount required to be made by it hereunder paid under this Agreement or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be any Note (such payment being herein called the "a “Required Payment"”), which notice shall be effective upon receipt, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such that assumption (but shall not be required to), make the amount thereof of such Required Payment available to the intended recipient recipient(s) on such date and, if date. If such Bank or the Payor Company (as the case may be) has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date on which the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate effective federal funds rate for such day (when as determined by the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a BorrowerAgent).

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Alternate Base Rate plus the Applicable Margin (or, if the recipient of such payment is a Bank or an Issuing Bank, the Federal Funds Rate Rate) for such day (when period, but in no event in excess of the recipient is a Bank) or equal to the maximum nonusurious rate of interest permitted by applicable to such Loan (when the recipient is a Borrower)law.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay to the Agent the amount 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 (i) when the recipient is a Bank, the Federal Funds Rate for such day day, or (ii) when the recipient is a Bank) or equal to Borrower, the rate of interest applicable to such Loan (when the recipient is a Borrower)Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a Borrower the Borrowers (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such 18 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower the Company (the "Payor") prior to the date on which such Bank the Payor is to make payment to the Agent of (in the case of a Bank) the proceeds of a Loan to be made by it hereunder or (in the Borrowers are to make case of the Company) a payment to the Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day (when and, if such recipient(s) shall fail promptly to make such payment, the recipient is a Bank) or equal Agent shall be entitled to recover such amount, on demand, from the rate of Payor, together with interest applicable to such Loan (when the recipient is a Borrower)as aforesaid.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a Borrower the Borrowers (the "PayorPAYOR") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 (i) the Federal Funds Rate federal funds rate for such day period in the case of a Lender and (when b) the recipient is a Bank) or equal to the applicable rate of interest applicable to provided for herein for such Loan (when period in the recipient is a Borrower)case of the Borrowers.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "Payor") prior to the date on which such Bank the Borrower is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor Borrower does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor Borrower has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount made available to it 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 (a) the Past Due Rate for such period if the recipient returning a Required Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day (when period if the recipient returning a Required Payment is the Agent or a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)Lender.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "“Payor"”) prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount made available to it 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 (a) the Base Rate for such period plus the Applicable Margin if the recipient returning a Required Payment is the Borrower, or (b) the Federal Funds Effective Rate for such day (when period if the recipient returning a Required Payment is the Agent or a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)Lender.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a Borrower (the "Payor") prior to the date on which such Bank the Payor is scheduled to make payment to the Agent of (in the case of a Lender) the proceeds of a Loan to be made by it hereunder or (in the Borrowers are to make case of Borrower) a payment to the Agent for the account of one or more of the Banks, as the case may be Lenders hereunder (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient recipient(s) of such payment Payment shall, on demand, repay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower).the

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a the Borrower (the "“Payor"”) prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "“Required Payment"”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a Borrower Borrowers (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day (when for the recipient is a Bank) or equal first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrowers, the interest rate of interest applicable to such Loan (when the recipient is a Borrower)relevant Loan.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank Lender or a Borrower F.Y.I. (the "Payor") prior to the date on which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are F.Y.I. is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have --------------------------------- been notified by a Bank Lender or a the Borrower (the "Payor") prior to the date on ----- which such Bank Lender is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the BanksLenders, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the ----------------- Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when the recipient is a Borrower)period.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a Borrower (the "Payor") Borrowers prior to the date on which such Bank it is scheduled to make payment to the Agent of (in the case of a Bank) the proceeds of a Loan to be made by it hereunder or (in the Borrowers are to make case of the Borrowers) a payment to the Agent for the account of one or more of the Banks, as the case may be Banks hereunder (such payment being herein called the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receiptreceipt by the Agent, that the Payor it does not intend to make the Required Payment to the Agent, the Agent may may; assume that the Required Payment has been made and may, in reliance upon on such assumption (but shall not be required to), make the amount thereof available to the intended recipient recipient(s) on such date and, if such Bank has not, or the Payor has not Borrowers (as the case may be) have not, in fact made the Required Payment to the AgentAgent by the close of business on the date due, the recipient recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on 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 (i) in the Federal Funds Rate for such day case of the Borrowers, the Corporate Base Rate, and (when ii) in the recipient is case of a Bank) or equal to , the rate Agent's cost of interest applicable to overnight funds, in each case for each day such Loan (when amount was made available by the recipient is a Borrower)Agent.

Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or a the Borrower (the "Payor") prior to the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by it hereunder or the Borrowers are Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the "Required Payment"), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, the recipient of such payment shall, on demand, repay pay to the Agent the amount 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 Rate for such day (when the recipient is a Bank) or equal to the rate of interest applicable to such Loan (when portion of the recipient is a Borrower)applicable Loan.