FROM
THIRD PARTIES) FOR THE LENDERS TO FUND SUCH BORROWING.
(B)
LENDER ACCEPTANCE OR REJECTION.
EACH
MANAGING AGENT WILL PROMPTLY NOTIFY THE RELATED LENDER AND THE SURETY PROVIDER,
OF THE RECEIPT OF ANY BORROWING REQUEST.
WITH RESPECT TO EACH GROUP, IF THE
BORROWING REQUEST IS RECEIVED PRIOR TO THE RELATED LENDER INVESTMENT TERMINATION
DATE, SUCH LENDER, IN ITS SOLE DISCRETION, SHALL INSTRUCT THE RELATED MANAGING
AGENT TO ACCEPT OR REJECT SUCH BORROWING REQUEST BY NOTICE GIVEN TO THE BORROWER
AND THE SUCH MANAGING AGENT BY TELEPHONE OR FACSIMILE BY NO LATER THAN THE CLOSE
OF BUSINESS ON THE BUSINESS DAY SUCH LENDER RECEIVES ANY SUCH BORROWING REQUEST.
(C)
BANK INVESTOR'S COMMITMENT.
AT NO TIME
WILL ANY LENDER HAVE ANY OBLIGATION TO FUND A LOAN.
SUBJECT TO THE CONDITIONS
SET FORTH HEREIN, AT ALL TIMES ON AND AFTER THE RELATED LENDER INVESTMENT
TERMINATION DATE AND PRIOR TO THE FACILITY TERMINATION DATE, ALL LOANS SHALL BE
MADE BY EACH MANAGING AGENT ON BEHALF OF THE RELATED BANK INVESTORS.
AT ANY
TIME WHEN A LENDER HAS REJECTED A REQUEST FOR A LOAN, THE RELATED MANAGING AGENT
SHALL SO NOTIFY THE RELATED BANK INVESTORS, AND THE SURETY PROVIDER AND THE BANK
INVESTORS SHALL MAKE SUCH LOAN, ON A PRO RATA BASIS, IN ACCORDANCE WITH THEIR
RESPECTIVE PRO RATA SHARES.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
SECTION 2.3(C) OR ELSEWHERE IN THIS LOAN AGREEMENT TO THE CONTRARY, NO BANK
INVESTOR (INCLUDING IN ITS CAPACITY AS A PROGRAM SUPPORT PROVIDER PURSUANT TO
THE PROGRAM SUPPORT AGREEMENT TO WHICH IT IS A PARTY) SHALL BE OBLIGATED TO
PROVIDE THE AGENT OR THE BORROWER WITH FUNDS IN CONNECTION WITH THE NET
INVESTMENT IN AN AMOUNT THAT WOULD RESULT IN THE PORTION OF THE NET INVESTMENT
THEN FUNDED BY IT EXCEEDING THE DOLLAR AMOUNT OF ITS COMMITMENT THEN IN EFFECT.
THE OBLIGATION OF EACH BANK INVESTOR TO REMIT ITS PRO RATA SHARE OF ANY SUCH
LOAN SHALL BE SEVERAL FROM THAT OF EACH OTHER BANK INVESTOR, AND THE FAILURE OF
ANY BANK INVESTOR TO SO MAKE SUCH AMOUNT AVAILABLE TO THE LENDER SHALL NOT
RELIEVE ANY OTHER BANK INVESTOR OF ITS OBLIGATION HEREUNDER.
(D)
PAYMENT OF LOANS.
WITH RESPECT TO EACH
GROUP, ON ANY LOAN DATE, THE RELATED LENDER OR THE RELATED BANK INVESTOR, AS THE
CASE MAY BE, SHALL REMIT ITS SHARE OF THE AGGREGATE AMOUNT OF SUCH LOAN
(DETERMINED PURSUANT TO SECTION 2.3(B) AND (C) HEREOF) TO THE ACCOUNT OF THE
RELATED MANAGING AGENT SPECIFIED THEREFOR FROM TIME TO TIME BY SUCH MANAGING
4
AGENT BY NOTICE TO SUCH PERSONS BY WIRE TRANSFER OF SAME DAY FUNDS. FOLLOWING
EACH MANAGING AGENT'S RECEIPT OF FUNDS FROM THE LENDERS OR BANK INVESTORS AS
AFORESAID, SUCH MANAGING AGENT SHALL REMIT SUCH FUNDS RECEIVED TO THE BORROWER'S
ACCOUNT AT THE LOCATION INDICATED IN SECTION 8.3 BY WIRE TRANSFER OF SAME DAY
FUNDS.
(E)
MANAGING AGENTS MAY ADVANCE FUNDS.
WITH
RESPECT TO EACH GROUP, UNLESS THE RELATED MANAGING AGENT SHALL HAVE RECEIVED
NOTICE FROM ANY BANK INVESTOR OR THE RELATED LENDER THAT