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

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender Lender, as the case may be, notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest interest, fees or fees reimbursement of LC Disbursements to the Administrative Agent for the account of the LendersLenders or the Issuing Bank hereunder, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, shall have been notified by a Lender or the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, Company prior to the date on which it a payment is scheduled to make be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it hereunder or under a Letter of Credit or (in the case of the Company) a payment to the Administrative Agent of principal, interest or fees for the account of one or more of the LendersLenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. The Administrative 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 assumptiondate. If such Lender or the Borrower, Company (as the case may be, ) has not in fact made such payment the Required Payment to the Administrative Agent, the recipient recipient(s) of such payment shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Base Rate for such day or (y) day, but in no event to exceed the case of payment by the Borrower, the interest rate applicable to the relevant LoanHighest Lawful Rate.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, shall have been notified by a Lender or the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, Company prior to the date on which it a payment is scheduled to make be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) a payment to the Administrative Agent of principal, interest or fees for the account of one or more of the LendersLenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make such paymentthe Required Payment to the Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. The Administrative 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, Company (as the case may be, ) has not in fact made such payment the Required Payment to the Administrative Agent, the recipient recipient(s) of such payment shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Base Rate for such day or (y) day, but in no event to exceed the case of payment by the Borrower, the interest rate applicable to the relevant LoanHighest Lawful Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender Lender, as the case may be, notifies the Administrative Agent, prior to the proposed date Agent of any Eurodollar Advance (or, a) in the case of any Floating Rate Advancea Lender, prior to noon 1:00 p.m., New York City time, on the date on which it is scheduled to make payment of such Advance), that such Lender will not make available the proceeds of a Loan to the Administrative Agent such Lender’s share or (b) in the case of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative AgentBorrower, prior to 11:00 a.m., New York City time, on the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. (a) Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, shall have been notified in writing by the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative AgentBorrower, prior to the date on which any payment is due from it is scheduled to make a payment to hereunder (which notice shall be effective upon receipt) that the Administrative Agent of principal, interest or fees for the account of the Lenders, that it Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment has been made. The when due, and the Administrative Agent may, may in reliance upon such assumption (but shall not be obligated required to, ) make available to each Lender on such payment date an amount equal to the amount portion of such assumed payment available to the intended recipient in reliance upon such assumption. If which such Lender or is entitled hereunder, and if the Borrower, as the case may be, Borrower has not in fact made such payment to the Administrative Agent, the recipient of such payment Lender shall, on demand by the Administrative Agentdemand, repay to the Administrative Agent the amount so made available together with to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date such amount was so made available by the Administrative Agent until to such Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanLIBOR Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender Lender, as the case may be, notifies the Administrative Agent, Agent prior to the proposed date date, or time of any Eurodollar Advance (or, day in the case of any Floating Rate Advancesame-day borrowings, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of any of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available available, together with interest thereon thereon, in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanABR Loans.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender Lender, as the case may be, notifies the Administrative Agent, Agent prior to the proposed date date, or time of any Eurodollar Advance (or, day in the case of any Floating Rate Advancesame-day borrowings, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of any of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available available, together with interest thereon thereon, in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds NYFRB Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanABR Loans.

Non-Receipt of Funds by the Administrative Agent. Unless the Company or a Lender Bank, as the case may be, notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (a) in the case of a Bank, the proceeds of a Loan or (b) in the case of the Company, a payment of principal, interest or fees to the Administrative Agent for the account of the LendersBanks, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender Bank or the BorrowerCompany, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (xa) in the case of payment by a LenderBank, the Federal Funds Rate for such day or (yb) in the case of payment by the BorrowerCompany, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Company, a Lender Borrowing Subsidiary or a Lender, as the case may be, notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Company or a Borrowing Subsidiary, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such scheduled payment, the Administrative Agent may assume that such scheduled payment has been made. The Administrative 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 Lender, Borrowing Subsidiary or the BorrowerCompany, as the case may be, has not in fact made such scheduled payment to the Administrative Agent, the recipient of such scheduled payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of scheduled payment by a Lender, the Federal Funds Effective Rate for such day or (y) in the case of scheduled payment by the BorrowerCompany or a Borrowing Subsidiary, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender notifies or Micro Warehouse (either one as appropriate being the "Payor") prior to the date on which such Lender is to make payment hereunder to the Administrative Agent of the proceeds of a Revolving Credit Loan or any Borrower is to make payment to the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in as the case of any Floating Rate Advance, prior to noon on the date of may be (either such Advancepayment being a "Required Payment"), which notice shall be effective upon receipt, that such Lender will the Payor does not intend to make available the Required Payment to the Administrative Agent such Lender’s share of such AdvanceAgent, the Administrative Agent may assume that such payment the Required Payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Administrative Agent, the recipient of such payment (and, if such recipient is a Borrower and the Payor Lender fails to pay the amount thereof to the Administrative Agent forthwith upon demand, such Borrower) shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the average daily Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, shall have been notified by a Bank or the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, Obligors' Representative prior to the date on which such Bank is to make payment to the Administrative Agent of the proceeds of a Loan to be made by it is scheduled hereunder or the Obligors are to make a payment to the Administrative Agent of principal, interest or fees 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 does such Bank or the Obligors, as the case may be, do not intend to make such paymentthe Required Payment to the Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. The Administrative 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 such Lender Bank or the BorrowerObligors, as the case may be, has have not in fact made such payment the Required Payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agentdemand, repay pay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanRate.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender Lender, as the case may be, notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative 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 Administrative Agent makes the amount of any such payment available to the intended recipient and a Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the such recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative 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 or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, shall have been notified by a Bank or the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, Company prior to the date on which it is scheduled to make payment to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be made by it hereunder or (in the case of the Company) a payment to the Administrative Agent of principal, interest or fees 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 Administrative Agent, that it does not intend to make such paymentthe Required Payment to the Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. The Administrative 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 Bank or the Borrower, Company (as the case may be, ) has not in fact made such payment the Required Payment to the Administrative AgentAgent by the close of business on the date due, the recipient recipient(s) of such payment shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate less .50% per annum for each such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanday.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share shall have been notified by a Bank or either of such Advance, the Administrative Agent may assume that such payment has been made. Unless Obligors (the Borrower notifies the Administrative Agent, "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 is scheduled hereunder or the Obligors are to make a payment to the Administrative Agent of principal, interest or fees 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 Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. The Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agentdemand, repay pay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant LoanRate.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender Borrower or a Lender, as the case may be, notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Revolving Lenders or the Term Loan Lenders, as the case may be, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent (or, in the case of the Borrower, within three (3) Business Days of demand by the Administrative Agent), repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (xi) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (yii) in the case of payment by the a Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, shall have been notified by a Lender or Borrower (the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, "Payor") prior to the date on which such Lender is to make payment to the Administrative Agent of the proceeds of an Advance to be made by it hereunder or Borrower is scheduled to make a payment to the Administrative Agent of principal, interest or fees 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 Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. The Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required d-501795.7 LOAN AGREEMENT 21 Payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agentdemand, repay return to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender Lender, as the case may be, notifies the Administrative Agent, Agent prior to the proposed date date, or time of any Eurodollar Advance (or, day in the case of any Floating Rate Advancesame-day borrowings, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of any of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless an Administrative Agent shall have been notified by a Lender notifies Loan Participant or the Administrative Agent, Borrower (the “Payor”) prior to the proposed date on which the Payor is to make payment to the Administrative Agent of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior a Loan Participant) the proceeds of a Loan to noon on be made by it hereunder or (in the date case of such Advance), that such Lender will not make available the Borrower) a payment to the Administrative Agent for account of one or more of the Loan Participants hereunder (such Lender’s share of such Advancepayment 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 Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative 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 such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Administrative Agent, the recipient recipient(s) of such payment shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (yand, if such recipient(s) in the case of payment by the Borrowershall fail promptly to make such payment, the Administrative Agent shall be entitled to recover such amount, from the Payor, together with interest rate applicable to the relevant Loanas aforesaid.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender notifies Bank or the Borrower (either one as appropriate being the "Payor") prior to the date on which such Bank is to make payment hereunder to the Administrative Agent of the proceeds of a Loan or the Borrower is to make payment to the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in as the case of any Floating Rate Advance, prior to noon on the date of may be (either such Advancepayment being a "Required Payment"), which notice shall be effective upon receipt, that such Lender will the Payor does not intend to make available the Required Payment to the Administrative Agent such Lender’s share of such AdvanceAgent, the Administrative Agent may assume that such payment the Required Payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Administrative 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 Administrative Agent forthwith upon demand, the Borrower) shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the average daily Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender notifies Bank or a Borrower (either one as appropriate being the "Payor") prior to the date on which such Bank is to make payment hereunder to the Administrative Agent of the proceeds of a Loan or such Borrower is to make payment to the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in as the case of any Floating Rate Advance, prior to noon on the date of may be (either such Advancepayment being a "Required Payment"), which notice shall be effective upon receipt, that such Lender will the Payor does not intend to make available the Required Payment to the Administrative Agent such Lender’s share of such AdvanceAgent, the Administrative Agent may assume that such payment the Required Payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Administrative Agent, the recipient of such payment (and, if such recipient is a Borrower and the Payor Bank fails to pay the amount thereof to the Administrative Agent forthwith upon demand, such Borrower) shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the average daily Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.period. 72 67

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender notifies or the Administrative Agent, Company (the "Payor") prior to the proposed date and time on which the Payor is to make payment to the Administrative Agent of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior a Lender) the proceeds of a Loan to noon on the date of such Advance), that be made by such Lender will not make available hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such Lender’s share of such Advancepayment 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 Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative 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 such Lender or date; and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Administrative Agent, the recipient recipient(s) of such payment shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day or (yand, if such recipient(s) in the case of payment by the Borrowershall fail promptly to make such payment, the Administrative Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest rate applicable to the relevant Loanas aforesaid.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender notifies Bank or a Borrower (either one as appropriate being the "Payor") prior to the date on which such Bank is to make payment hereunder to the Administrative Agent of the proceeds of a Loan or such Borrower is to make payment to the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in as the case of any Floating Rate Advance, prior to noon on the date of may be (either such Advancepayment being a "Required Payment"), which notice shall be effective upon receipt, that such Lender will the Payor does not intend to make available the Required Payment to the Administrative Agent such Lender’s share of such AdvanceAgent, the Administrative Agent may assume that such payment the Required Payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of principal, interest or fees for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon on such assumption. If such Lender or date and, if the Borrower, as the case may be, Payor has not in fact made such payment the Required Payment to the Administrative Agent, the recipient of such payment (and, if such recipient is a Borrower and the Payor Bank fails to pay the amount thereof to the Administrative Agent forthwith upon demand, such Borrower) shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the average daily Federal Funds Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loanperiod.

Non-Receipt of Funds by the Administrative Agent. Unless a Lender notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless notified by a Lender or the Borrower notifies the Administrative Agent, prior to the date on which it such notifying party is scheduled to make payment to the Administrative Agent (in the case of a Lender) of its Deposit or (in the case of the Borrower) a payment to the Administrative Agent of principal, interest or fees for the account of the LendersRevolving Loan Lender or one or more of the Lenders 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 Administrative Agent, the Administrative Agent may assume that such payment the Required Payment has been made. The Administrative Agent made and may, in reliance upon such assumption (but shall not be obligated required to), make the amount of such payment thereof available to the intended recipient in reliance upon recipient(s) on such assumption. If date and, if such Lender or the Borrower, Borrower (as the case may be, ) has not in fact made such payment the Required Payment to the Administrative Agent, the recipient recipient(s) of such payment shall, on demand by the Administrative Agentdemand, repay to the Administrative 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 Administrative Agent until until, but excluding, the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to (x) in the case of payment by a Lender, the Federal Funds Rate Rate, and for such day or (y) in the case of payment by the BorrowerBorrower as recipient, the interest rate applicable will be equal to the relevant LoanBase Rate plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender Lender, as the case may be, notifies the Administrative Agent, prior to the proposed date of any Eurodollar Advance (or, in the case of any Floating Rate Advance, prior to noon on the date of such Advance), that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such payment has been made. Unless the Borrower notifies the Administrative Agent, prior to the date on which it is scheduled to make a payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or participation in any Facility LC or Swing Line Loan, or (ii) in the case of the Borrower, a payment of principal, interest interest, Reimbursement Obligation, or fees to the Administrative Agent for the account of the Lenders, LC Issuer, or the Swing Line Lender, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative 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 Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (xi) in the case of payment repayment by a Lender, LC Issuer, or the Swing Line Lender, the Federal Funds Effective Rate for such day or (yii) in the case of payment repayment by the Borrower, the interest rate applicable to the relevant LoanLoan or Reimbursement Obligation.