A LENDER TO THE CONTRARY, THE AGENT MAY ASSUME THAT THE
APPLICABLE CONDITIONS PRECEDENT SET FORTH IN ARTICLE 8 HAVE BEEN SATISFIED AND
THE REQUESTED BORROWING WILL NOT EXCEED AVAILABILITY ON ANY FUNDING DATE FOR A
REVOLVING LOAN OR NON-RATABLE LOAN.
(B)
LENDERS' FAILURE TO PERFORM.
ALL REVOLVING
LOANS (OTHER THAN NON-RATABLE LOANS AND AGENT ADVANCES) SHALL BE MADE BY THE
LENDERS SIMULTANEOUSLY AND IN ACCORDANCE WITH THEIR PRO RATA SHARES.
IT IS
UNDERSTOOD THAT (I) NO LENDER SHALL BE RESPONSIBLE FOR ANY FAILURE BY ANY OTHER
LENDER TO PERFORM ITS OBLIGATION TO MAKE ANY REVOLVING LOANS HEREUNDER, NOR
SHALL ANY REVOLVING CREDIT COMMITMENT OF ANY LENDER BE INCREASED OR DECREASED AS
A RESULT OF ANY FAILURE BY ANY OTHER LENDER TO PERFORM ITS OBLIGATION TO MAKE
ANY REVOLVING LOANS HEREUNDER, (II) NO FAILURE BY ANY LENDER TO PERFORM ITS
OBLIGATION TO MAKE ANY REVOLVING LOANS HEREUNDER SHALL EXCUSE ANY OTHER LENDER
FROM ITS OBLIGATION TO MAKE ANY REVOLVING LOANS HEREUNDER, AND (III) THE
OBLIGATIONS OF EACH LENDER HEREUNDER SHALL BE SEVERAL, NOT JOINT AND SEVERAL.
(C)
DEFAULTING LENDERS.
UNLESS THE AGENT
RECEIVES NOTICE FROM A LENDER ON OR PRIOR TO THE INITIAL FUNDING DATE OR, WITH
RESPECT TO ANY BORROWING AFTER THE INITIAL FUNDING DATE, AT LEAST ONE BUSINESS
DAY PRIOR TO THE DATE OF SUCH BORROWING, THAT SUCH LENDER WILL NOT MAKE
AVAILABLE AS AND WHEN REQUIRED HEREUNDER TO THE AGENT THAT LENDER'S PRO RATA
SHARE OF A BORROWING, THE AGENT MAY ASSUME THAT EACH LENDER HAS MADE SUCH AMOUNT
AVAILABLE TO THE AGENT IN IMMEDIATELY AVAILABLE FUNDS ON THE FUNDING DATE.
FURTHERMORE, THE AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO
THE BORROWER ON SUCH DATE A CORRESPONDING AMOUNT.
IF ANY LENDER HAS NOT
TRANSFERRED ITS FULL PRO RATA SHARE TO THE AGENT IN IMMEDIATELY AVAILABLE FUNDS
AND THE AGENT HAS TRANSFERRED CORRESPONDING AMOUNT TO THE APPLICABLE BORROWER ON
THE BUSINESS DAY FOLLOWING SUCH FUNDING DATE THAT LENDER SHALL MAKE SUCH AMOUNT
AVAILABLE TO THE AGENT, TOGETHER WITH INTEREST AT THE FEDERAL FUNDS RATE FOR
THAT DAY.
A NOTICE BY THE AGENT SUBMITTED TO ANY LENDER WITH RESPECT TO AMOUNTS
OWING SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
IF EACH LENDER'S FULL PRO
RATA SHARE IS TRANSFERRED TO THE AGENT AS REQUIRED, THE AMOUNT TRANSFERRED TO
THE AGENT SHALL CONSTITUTE THAT LENDER'S REVOLVING LOAN FOR ALL PURPOSES OF THIS
AGREEMENT.
IF
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THAT AMOUNT IS NOT TRANSFERRED TO THE AGENT ON THE BUSINESS DAY FOLLOWING THE
FUNDING DATE, THE AGENT WILL NOTIFY THE BORROWERS OF SUCH FAILURE TO FUND AND,
UPON DEMAND BY THE AGENT, THE BORROWERS 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 REVOLVING LOANS COMPRISING THAT PARTICULAR
BORROWING.
THE FAILURE OF ANY LENDER TO MAKE ANY REVOLVING LOAN ON ANY FUNDING
DATE (ANY SUCH LENDER, PRIOR TO THE CURE