NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS, THE AMOUNT SO ADVANCED BY
AGENT TO OR FOR THE BENEFIT OF ANY BORROWER SHALL, FOR ALL PURPOSES HEREOF, BE A
LOAN MADE BY AGENT FOR ITS OWN ACCOUNT.
UPON ANY SUCH FAILURE BY A LENDER TO
PAY AGENT, OR UPON ANY FAILURE BY A LENDER TO PAY AGENT ITS PRO RATA SHARE OF
ANY LOAN AS REQUIRED HEREUNDER, AGENT SHALL PROMPTLY THEREAFTER NOTIFY
ADMINISTRATIVE BORROWER OF SUCH FAILURE AND BORROWERS SHALL PAY SUCH
CORRESPONDING AMOUNT TO AGENT FOR ITS OWN ACCOUNT WITHIN FIVE (5) BUSINESS DAYS
OF ADMINISTRATIVE BORROWER'S RECEIPT OF SUCH NOTICE.
ANY LENDER THAT HAS FAILED
TO FUND ANY PORTION OF THE LOANS OR PARTICIPATIONS IN LETTER OF CREDIT
ACCOMMODATIONS REQUIRED TO BE FUNDED BY IT HEREUNDER WITHIN ONE (1) BUSINESS DAY
OF THE DATE REQUIRED TO BE FUNDED BY IT HEREUNDER, OR HAS OTHERWISE FAILED TO
PAY OVER TO AGENT OR ANY OTHER LENDER ANY OTHER AMOUNT REQUIRED TO BE PAID BY IT
HEREUNDER WITHIN ONE (1) BUSINESS DAY OF THE DATE WHEN DUE, SHALL BE A
"DEFAULTING LENDER".
(F)
AGENT SHALL NOT BE OBLIGATED TO TRANSFER TO A
DEFAULTING LENDER ANY PAYMENTS RECEIVED BY AGENT FOR THE DEFAULTING LENDER'S
BENEFIT, NOR SHALL A DEFAULTING LENDER BE ENTITLED TO THE SHARING OF ANY
PAYMENTS HEREUNDER (INCLUDING ANY PRINCIPAL, INTEREST OR FEES AND WHETHER IN
RESPECT OF LOANS, PARTICIPATION INTERESTS OR OTHERWISE).
FOR PURPOSES OF VOTING
OR CONSENTING TO MATTERS WITH RESPECT TO THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS AND DETERMINING PRO RATA SHARES, SUCH DEFAULTING LENDER SHALL BE
DEEMED NOT TO BE A "LENDER" AND SUCH LENDER'S COMMITMENT SHALL BE DEEMED TO BE
ZERO (0).
AT ANY TIME THAT THERE IS A DEFAULTING LENDER, PAYMENTS RECEIVED FOR
APPLICATION TO THE OBLIGATIONS PAYABLE TO LENDERS IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT SHALL BE DISTRIBUTED TO LENDERS BASED ON THEIR PRO RATA SHARES
CALCULATED AFTER GIVING EFFECT TO THE REDUCTION OF THE DEFAULTING LENDER'S
COMMITMENT TO ZERO AS PROVIDED HEREIN OR, AT AGENT'S OPTION, AGENT MAY INSTEAD
RECEIVE AND RETAIN SUCH AMOUNTS THAT WOULD BE OTHERWISE ATTRIBUTABLE TO THE PRO
RATE SHARE OF THE DEFAULTING LENDER.
TO THE EXTENT THAT AGENT ELECTS TO RECEIVE
AND RETAIN SUCH AMOUNTS, AGENT MAY HOLD THEM AND, IN ITS REASONABLE DISCRETION,
RELEND SUCH AMOUNTS TO A BORROWER. IF AGENT EXERCISES ITS OPTION TO RELEND SUCH
AMOUNTS, SUCH AMOUNTS SHALL BE TREATED AS REVOLVING LOANS FOR THE ACCOUNT OF
AGENT IN ADDITION TO THE REVOLVING LOANS THAT ARE MADE BY THE LENDERS OTHER THAN
DEFAULTING LENDERS BASED ON THEIR PRO RATA SHARES AS CALCULATED AFTER GIVING
EFFECT TO THE REDUCTION OF THE DEFAULTING LENDER'S COMMITMENT TO ZERO AS
PROVIDED HEREIN BUT SHALL BE REPAID IN THE SAME ORDER OF PRIORITY AS SPECIAL
AGENT ADVANCES FOR PURPOSES OF SECTION 6.4 HEREOF, EXCEPT AS AGENT MAY OTHERWISE
ELECT.
AGENT SHALL DETERMINE WHETHER ANY REVOLVING LOANS REQUESTED SHALL BE
MADE FROM RELENDING SUCH AMOUNTS OR FROM REVOLVING