DURING SUCH
PERIOD.
A NOTICE SUBMITTED BY CANADIAN ADMINISTRATIVE AGENT TO ANY CANADIAN
LENDER WITH RESPECT TO AMOUNTS OWING UNDER THIS SUBSECTION SHALL BE CONCLUSIVE,
ABSENT MANIFEST ERROR.
IF SUCH AMOUNT IS SO MADE AVAILABLE, SUCH PAYMENT TO
CANADIAN ADMINISTRATIVE AGENT SHALL CONSTITUTE SUCH CANADIAN LENDER'S ADVANCE ON
THE DATE OF SUCH BORROWING FOR ALL PURPOSES OF THIS AGREEMENT.
IF SUCH AMOUNT
IS NOT MADE AVAILABLE TO CANADIAN ADMINISTRATIVE AGENT ON THE BUSINESS DAY
FOLLOWING THE FUNDING DATE, SUCH
11
AGENT WILL NOTIFY ADMINISTRATIVE BORROWER OF SUCH FAILURE TO FUND AND, UPON
DEMAND BY CANADIAN ADMINISTRATIVE AGENT, WITH RESPECT TO ANY CANADIAN BORROWING,
CANADIAN BORROWERS SHALL PAY SUCH AMOUNT TO CANADIAN ADMINISTRATIVE AGENT FOR
CANADIAN ADMINISTRATIVE 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 ADVANCES COMPRISING SUCH BORROWING.
THE FAILURE OF ANY LENDER TO MAKE ANY ADVANCE ON ANY FUNDING DATE SHALL NOT
RELIEVE ANY OTHER LENDER OF ANY OBLIGATION HEREUNDER TO MAKE AN ADVANCE ON SUCH
FUNDING DATE, BUT NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER
LENDER TO MAKE THE ADVANCE TO BE MADE BY SUCH OTHER LENDER ON ANY FUNDING DATE.
(V)
NO AGENT SHALL BE OBLIGATED TO TRANSFER TO A
DEFAULTING LENDER ANY PAYMENTS MADE BY US BORROWERS, CANADIAN BORROWERS OR
EUROPEAN BORROWERS, AS THE CASE MAY BE, TO SUCH AGENT FOR THE DEFAULTING
LENDER'S BENEFIT, AND, IN THE ABSENCE OF SUCH TRANSFER TO THE DEFAULTING LENDER,
SUCH AGENT SHALL TRANSFER ANY SUCH PAYMENTS TO EACH OTHER NON-DEFAULTING LENDER
MEMBER OF THE LENDER GROUP RATABLY IN ACCORDANCE WITH THEIR COMMITMENTS (BUT
ONLY TO THE EXTENT THAT SUCH DEFAULTING LENDER'S ADVANCE WAS FUNDED BY THE OTHER
MEMBERS OF THE LENDER GROUP) OR, IF SO DIRECTED BY ADMINISTRATIVE BORROWER AND
IF NO DEFAULT OR EVENT OF DEFAULT HAD OCCURRED AND IS CONTINUING (AND TO THE
EXTENT SUCH DEFAULTING LENDER'S ADVANCE WAS NOT FUNDED BY THE LENDER GROUP),
SUCH AGENT SHALL RETAIN SAME TO BE RE-ADVANCED TO THE APPLICABLE BORROWERS AS IF
SUCH DEFAULTING LENDER HAD MADE ADVANCES TO SUCH BORROWERS.
SUBJECT TO THE
FOREGOING, ADMINISTRATIVE AGENT, CANADIAN ADMINISTRATIVE AGENT OR EUROPEAN
ADMINISTRATIVE AGENT, AS APPLICABLE, MAY HOLD AND, IN ITS PERMITTED DISCRETION,
RE-LEND TO THE APPLICABLE BORROWERS FOR THE ACCOUNT OF SUCH DEFAULTING LENDER
THE AMOUNT OF ALL SUCH PAYMENTS RECEIVED AND RETAINED BY SUCH AGENT FOR THE
ACCOUNT OF SUCH DEFAULTING LENDER.
SOLELY FOR THE PURPOSES OF VOTING OR
CONSENTING TO MATTERS WITH RESPECT TO THE LOAN DOCUMENTS, SUCH DEFAULTING LENDER
SHALL BE DEEMED NOT TO BE A "LENDER" AND SUCH LENDER'S COMMITMENT SHALL BE
DEEMED TO BE ZERO.
THIS SECTION SHALL REMAIN EFFECTIVE WITH RESPECT TO SUCH
LENDER UNTIL (X) THE OBLIGATIONS UNDER THIS AGREEMENT SHALL HAVE BEEN DECLARED
OR SHALL HAVE BECOME IMMEDIATELY DUE AND PAYABLE, (Y) THE NON-DEFAULTING
LENDERS, ADMINISTRATIVE AGENT, CANADIAN ADMINISTRATIVE AGENT OR EUROPEAN
ADMINISTRATIVE AGENT, AS APPLICABLE, AND ADMINISTRATIVE BORROWER SHALL HAVE
WAIVED