AND
SUCH DEFAULTING LENDER'S COMMITMENT SHALL BE DEEMED TO BE ZERO.
THIS SECTION
SHALL REMAIN EFFECTIVE WITH RESPECT TO SUCH DEFAULTING LENDER UNTIL (A) THE
OBLIGATIONS UNDER THIS AGREEMENT SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME
IMMEDIATELY DUE AND PAYABLE OR (B) THE REQUISITE NON-DEFAULTING LENDERS, AGENT,
AND BORROWERS SHALL HAVE WAIVED SUCH DEFAULTING LENDER'S DEFAULT IN WRITING.
THE OPERATION OF THIS SECTION SHALL NOT BE CONSTRUED TO INCREASE OR OTHERWISE
AFFECT THE COMMITMENT OF ANY NON-DEFAULTING LENDER, OR RELIEVE OR EXCUSE THE
PERFORMANCE BY BORROWERS OF THEIR DUTIES AND OBLIGATIONS HEREUNDER.
(H)
MAKING OF AGENT LOANS.
(I)
IN THE EVENT THE AGENT SHALL ELECT TO
HAVE THE TERMS OF THIS SECTION 2.1(H) APPLY TO A REQUESTED BORROWING IN EXCESS
OF $20,000,000 AS DESCRIBED IN SECTION 2.1(F) OR IN THE EVENT OF ANY REQUESTED
BORROWING OF $20,000,000 OR LESS, AGENT SHALL MAKE AN ADVANCE IN THE AMOUNT OF
SUCH BORROWING (ANY SUCH ADVANCE MADE SOLELY BY AGENT PURSUANT TO THIS
SECTION 2.1(H) BEING REFERRED TO AS AN "AGENT LOAN" AND SUCH ADVANCES BEING
REFERRED TO COLLECTIVELY AS "AGENT LOANS") AVAILABLE TO BORROWERS ON THE FUNDING
DATE APPLICABLE THERETO BY TRANSFERRING SAME DAY FUNDS TO ADMINISTRATIVE
BORROWER'S DESIGNATED ACCOUNT.
EACH AGENT LOAN IS AN ADVANCE HEREUNDER AND
SHALL BE SUBJECT TO ALL THE TERMS AND CONDITIONS APPLICABLE TO OTHER ADVANCES,
EXCEPT THAT ALL PAYMENTS THEREON SHALL BE PAYABLE TO AGENT SOLELY FOR ITS OWN
ACCOUNT (AND FOR THE ACCOUNT OF THE HOLDER OF ANY PARTICIPATION INTEREST WITH
RESPECT TO SUCH ADVANCE).
SUBJECT TO THE PROVISIONS OF SECTION 2.1(M), THE
AGENT SHALL NOT MAKE ANY AGENT
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LOAN IF THE AGENT SHALL HAVE RECEIVED WRITTEN NOTICE FROM ANY LENDER, OR
OTHERWISE HAS ACTUAL KNOWLEDGE, THAT (I) ONE OR MORE OF THE APPLICABLE
CONDITIONS PRECEDENT SET FORTH IN SECTIONS 3.1 OR 3.2 WILL NOT BE SATISFIED ON
THE REQUESTED FUNDING DATE FOR THE APPLICABLE BORROWING, OR (II) THE REQUESTED
BORROWING WOULD EXCEED THE AVAILABILITY ON SUCH FUNDING DATE.
AGENT SHALL NOT
OTHERWISE BE REQUIRED TO DETERMINE WHETHER THE APPLICABLE CONDITIONS PRECEDENT
SET FORTH IN SECTIONS 3.1 OR 3.2 HAVE BEEN SATISFIED ON THE FUNDING DATE
APPLICABLE THERETO PRIOR TO MAKING, IN ITS SOLE DISCRETION, ANY AGENT LOAN.
(II)
THE AGENT LOANS SHALL BE SECURED BY THE
COLLATERAL AND SHALL CONSTITUTE ADVANCES AND OBLIGATIONS HEREUNDER, AND SHALL
BEAR INTEREST AT THE RATE APPLICABLE FROM TIME TO TIME TO OBLIGATIONS PURSUANT
TO SECTION 2.7.
(I)
AGENT ADVANCES.
(I)
AGENT HEREBY IS AUTHORIZED BY BORROWERS
AND THE LENDERS, FROM TIME TO TIME IN AGENT'S SOLE DISCRETION, (1) AFTER THE
OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT (BUT WITHOUT CONSTITUTING A
WAIVER OF SUCH DEFAULT OR EVENT OF DEFAULT), OR (2) AT ANY TIME THAT ANY OF THE
OTHER APPLICABLE CONDITIONS PRECEDENT SET FORTH IN SECTION 3.1 OR 3.2 HAVE NOT
BEEN SATISFIED, TO MAKE ADVANCES TO BORROWERS ON BEHALF OF THE LENDERS WHICH
AGENT, IN ITS REASONABLE BUSINESS JUDGMENT, DEEMS NECESSARY OR DESIRABLE (A) TO
PRESERVE OR PROTECT THE COLLATERAL, OR ANY