AVAILABLE UNUSED PORTION OF THE MAXIMUM
NET INVESTMENT, (C) THE DESIRED RATE PERIOD AND RATE TYPE RELATED THERETO
PURSUANT TO SECTION 2.4 AND (D) WHETHER THE REQUEST IS TO A LENDER OR THE BANK
INVESTORS.
EACH BORROWING REQUEST SHALL BE IRREVOCABLE AND BINDING ON THE
BORROWER AND THE BORROWER SHALL INDEMNIFY THE LENDERS, THE BANK INVESTORS, THE
MANAGING AGENTS AND THE AGENT AGAINST ANY LOSS OR REASONABLE EXPENSE INCURRED BY
ANY LENDER, ANY BANK INVESTOR, ANY MANAGING AGENT OR THE AGENT, EITHER DIRECTLY
OR THROUGH ANY PROGRAM SUPPORT AGREEMENT, AS A RESULT OF ANY FAILURE BY THE
BORROWER TO COMPLETE SUCH BORROWING, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR
REASONABLE EXPENSE INCURRED BY ANY LENDER, ANY BANK INVESTOR, ANY MANAGING AGENT
OR THE AGENT, EITHER DIRECTLY OR PURSUANT TO ANY PROGRAM SUPPORT AGREEMENT, BY
REASON OF THE LIQUIDATION OR REEMPLOYMENT OF FUNDS ACQUIRED BY ANY LENDER, ANY
BANK INVESTOR, ANY MANAGING AGENT OR THE AGENT OR PROGRAM SUPPORT PROVIDER
(INCLUDING, WITHOUT LIMITATION, FUNDS OBTAINED BY ISSUING COMMERCIAL PAPER OR
PROMISSORY NOTES OR OBTAINING DEPOSITS AS LOANS 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