WITH
INTEREST AT THE FEDERAL FUNDS RATE FOR AND DETERMINED AS OF EACH DAY DURING SUCH
PERIOD.
A NOTICE OF THE AGENT SUBMITTED TO ANY LENDER WITH RESPECT TO AMOUNTS
OWING UNDER THIS SUBSECTION 1.11(B) SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
IF SUCH AMOUNT IS SO MADE AVAILABLE, SUCH PAYMENT TO THE AGENT SHALL CONSTITUTE
SUCH LENDER'S LOAN ON THE DATE OF BORROWING FOR ALL PURPOSES OF THIS AGREEMENT.
IF SUCH AMOUNT IS NOT MADE AVAILABLE TO THE AGENT ON THE NEXT BUSINESS DAY
FOLLOWING THE DATE OF SUCH BORROWING, THE AGENT SHALL NOTIFY THE BORROWER OF
SUCH FAILURE TO FUND AND, UPON DEMAND BY THE AGENT, THE BORROWER SHALL PAY SUCH
AMOUNT TO THE AGENT FOR THE AGENT'S ACCOUNT, TOGETHER WITH INTEREST THEREON FOR
EACH DAY ELAPSED SINCE THE DATE OF SUCH BORROWING, AT A RATE PER ANNUM EQUAL TO
THE INTEREST RATE APPLICABLE AT THE TIME TO THE LOANS COMPRISING SUCH BORROWING.
(C)
THE FAILURE OF ANY LENDER TO MAKE ANY LOAN
ON ANY DATE OF BORROWING SHALL NOT RELIEVE ANY OTHER LENDER OF ANY OBLIGATION
HEREUNDER TO MAKE A LOAN ON THE DATE OF SUCH BORROWING, BUT NO LENDER SHALL BE
RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE THE LOAN TO BE MADE BY
SUCH OTHER LENDER ON THE DATE OF ANY BORROWING.
WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, EACH LENDER SHALL BE OBLIGATED TO FUND ITS COMMITMENT
PERCENTAGE OF ANY REVOLVING LOAN MADE AFTER ANY ACCELERATION OF THE OBLIGATIONS
WITH RESPECT TO ANY DRAW ON ANY LENDER LETTER OF CREDIT OR ANY PAYMENT MADE
UNDER ANY LETTER OF CREDIT PARTICIPATION AGREEMENT.
13
(D)
PROVIDED THAT SUCH LENDER HAS MADE ALL
PAYMENTS REQUIRED TO BE MADE BY IT UNDER THIS AGREEMENT, THE AGENT WILL PAY TO
SUCH LENDER, BY WIRE TRANSFER TO SUCH LENDER'S ACCOUNT (AS SPECIFIED BY SUCH
LENDER ON SUCH LENDER'S RESPECTIVE SIGNATURE PAGE TO THIS AGREEMENT OR THE
APPLICABLE ASSIGNMENT AND ACCEPTANCE) SUCH LENDER'S COMMITMENT PERCENTAGE OF
PRINCIPAL, INTEREST, COMMITMENT FEES, CAPEX COMMITMENT FEES AND LETTER OF CREDIT
PARTICIPATION FEES, IN EACH INSTANCE, RECEIVED BY THE AGENT, PROMPTLY AFTER THE
AGENT'S RECEIPT THEREOF.
(E)
UNLESS THE AGENT SHALL HAVE RECEIVED NOTICE
FROM THE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE LENDERS
HEREUNDER THAT THE BORROWER WILL NOT MAKE SUCH PAYMENT IN FULL AS AND WHEN
REQUIRED HEREUNDER, THE AGENT MAY ASSUME THAT THE BORROWER HAS MADE SUCH PAYMENT
IN FULL TO THE AGENT ON SUCH DATE IN IMMEDIATELY AVAILABLE FUNDS AND THE AGENT
MAY (BUT SHALL NOT BE SO REQUIRED), IN RELIANCE UPON SUCH ASSUMPTION, CAUSE TO
BE DISTRIBUTED TO EACH LENDER ON SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT
THEN DUE SUCH LENDER.
IF THE AGENT PAYS AN AMOUNT TO A LENDER UNDER THIS
AGREEMENT IN THE BELIEF OR EXPECTATION THAT A RELATED PAYMENT HAS BEEN OR WILL
BE RECEIVED BY THE AGENT FROM THE BORROWER AND SUCH RELATED PAYMENT IS NOT
RECEIVED BY THE AGENT, THE AGENT SHALL BE