BORROWING,
THAT SUCH LENDER WILL NOT MAKE AVAILABLE AS AND WHEN REQUIRED HEREUNDER TO AGENT
FOR THE ACCOUNT OF BORROWERS THE AMOUNT OF THAT LENDER'S PRO RATA SHARE OF THE
BORROWING, AGENT MAY ASSUME THAT EACH LENDER HAS MADE OR WILL MAKE SUCH AMOUNT
AVAILABLE TO AGENT IN IMMEDIATELY AVAILABLE FUNDS ON THE FUNDING DATE AND AGENT
MAY (BUT SHALL NOT BE SO REQUIRED), IN RELIANCE UPON SUCH ASSUMPTION, MAKE
AVAILABLE TO BORROWERS ON SUCH DATE A CORRESPONDING AMOUNT.
IF AND TO THE
EXTENT ANY LENDER SHALL NOT HAVE MADE ITS FULL AMOUNT AVAILABLE TO AGENT IN
IMMEDIATELY AVAILABLE FUNDS AND AGENT IN SUCH CIRCUMSTANCES HAS MADE AVAILABLE
TO BORROWERS SUCH AMOUNT, THAT LENDER SHALL ON THE BUSINESS DAY FOLLOWING SUCH
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FUNDING DATE MAKE SUCH AMOUNT AVAILABLE TO AGENT, TOGETHER WITH INTEREST AT THE
DEFAULTING LENDERS RATE FOR EACH DAY DURING SUCH PERIOD.
A NOTICE FROM AGENT
SUBMITTED TO ANY LENDER WITH RESPECT TO AMOUNTS OWING UNDER THIS SUBSECTION
SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
IF SUCH AMOUNT IS PAID TO AGENT
SUCH PAYMENT TO AGENT SHALL CONSTITUTE SUCH LENDER'S ADVANCE ON THE DATE OF
BORROWING FOR ALL PURPOSES OF THIS AGREEMENT.
IF SUCH AMOUNT IS NOT PAID TO
AGENT ON THE BUSINESS DAY FOLLOWING THE FUNDING DATE, AGENT WILL NOTIFY
ADMINISTRATIVE BORROWER OF SUCH FAILURE TO FUND AND, UPON DEMAND BY AGENT,
BORROWERS SHALL PAY SUCH AMOUNT TO AGENT FOR 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
COMPOSING 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.
ANY LENDER THAT FAILS TO MAKE ANY ADVANCE THAT IT IS
REQUIRED TO MAKE HEREUNDER ON ANY FUNDING DATE AND THAT HAS NOT CURED SUCH
FAILURE BY MAKING SUCH ADVANCE WITHIN ONE BUSINESS DAY AFTER WRITTEN DEMAND UPON
IT BY AGENT TO DO SO, SHALL CONSTITUTE A "DEFAULTING LENDER" FOR PURPOSES OF
THIS AGREEMENT UNTIL SUCH ADVANCE IS MADE.
(III)
AGENT SHALL NOT BE OBLIGATED TO TRANSFER TO
A DEFAULTING LENDER ANY PAYMENTS MADE BY BORROWERS TO AGENT FOR THE DEFAULTING
LENDER'S BENEFIT; NOR SHALL A DEFAULTING LENDER BE ENTITLED TO THE SHARING OF
ANY PAYMENTS HEREUNDER.
AMOUNTS PAYABLE TO A DEFAULTING LENDER SHALL INSTEAD BE
PAID TO OR RETAINED BY AGENT.
AGENT MAY HOLD AND, IN ITS DISCRETION, RE-LEND TO
BORROWERS THE AMOUNT OF ALL SUCH PAYMENTS RECEIVED OR RETAINED BY IT FOR THE
ACCOUNT OF SUCH DEFAULTING LENDER.
SOLELY FOR THE PURPOSES OF VOTING OR
CONSENTING TO MATTERS WITH RESPECT TO THE LOAN DOCUMENTS AND DETERMINING PRO
RATA SHARES, SUCH DEFAULTING LENDER SHALL BE DEEMED NOT TO BE A "LENDER"