OWN ACCOUNT, TOGETHER WITH INTEREST THEREON AT A PER
ANNUM RATE EQUAL TO THE FEDERAL FUNDS RATE, IN THE CASE OF SUCH INVESTOR, OR THE
BASE RATE, IN THE CASE OF THE SPV, TO SUCH CLASS AGENT UPON ITS DEMAND THEREFOR
(PROVIDED THAT NO CONDUIT INVESTOR SHALL HAVE ANY OBLIGATION TO PAY SUCH
INTEREST AMOUNTS EXCEPT TO THE EXTENT THAT IT SHALL HAVE SUFFICIENT FUNDS TO PAY
THE FACE AMOUNT OF ITS RESPECTIVE COMMERCIAL PAPER IN FULL).
UNTIL SUCH AMOUNT
SHALL BE REPAID, SUCH AMOUNT SHALL BE DEEMED TO BE CLASS NET INVESTMENT PAID BY
THE RELATED CLASS AGENT AND SUCH CLASS AGENT SHALL BE DEEMED TO BE THE OWNER OF
AN INTEREST IN THE ASSET INTEREST HEREUNDER TO THE EXTENT OF SUCH INVESTMENT.
UPON THE PAYMENT OF SUCH AMOUNT TO THE RELATED CLASS AGENT (I) BY THE SPV, THE
AMOUNT OF THE AGGREGATE NET INVESTMENT SHALL BE REDUCED BY SUCH AMOUNT OR (II)
BY SUCH INVESTOR, SUCH PAYMENT SHALL CONSTITUTE SUCH PERSON'S PAYMENT OF ITS
SHARE OF THE APPLICABLE INVESTMENT.
(F)
DEFAULTING ALTERNATE INVESTOR.
IF, BY 2:00 P.M. (NEW YORK CITY
TIME), WHETHER OR NOT THE RELATED CLASS AGENT HAS ADVANCED THE AMOUNT OF THE
APPLICABLE INVESTMENT, ONE OR MORE ALTERNATE INVESTORS WITH RESPECT TO A CLASS
(EACH, A "DEFAULTING ALTERNATE INVESTOR", AND EACH ALTERNATE INVESTOR WITH
RESPECT TO SUCH CLASS OTHER THAN ANY DEFAULTING ALTERNATE INVESTOR BEING
REFERRED TO AS A "NON-DEFAULTING ALTERNATE INVESTOR") FAILS TO MAKE ITS PRO RATA
SHARE OF ANY INVESTMENT AVAILABLE TO THE AGENT PURSUANT TO SECTION 2.3(D) OR ANY
ASSIGNMENT AMOUNT PAYABLE BY IT PURSUANT TO SECTION 3.1 (THE AGGREGATE AMOUNT
NOT SO MADE AVAILABLE TO THE AGENT BEING HEREIN CALLED IN EITHER CASE THE
"INVESTMENT DEFICIT"), THEN THE RELATED CLASS AGENT SHALL, BY NO LATER THAN 2:30
P.M. (NEW YORK CITY TIME) ON THE APPLICABLE INVESTMENT DATE OR THE APPLICABLE
ASSIGNMENT DATE, AS THE CASE MAY BE, INSTRUCT EACH RELATED NON-DEFAULTING
ALTERNATE INVESTOR TO PAY, BY NO LATER THAN 3:00 P.M. (NEW YORK CITY TIME), IN
IMMEDIATELY AVAILABLE FUNDS, TO THE ACCOUNT DESIGNATED BY THE RELATED CLASS
AGENT, AN AMOUNT EQUAL TO THE LESSER OF (I) SUCH RELATED NON-DEFAULTING
ALTERNATE INVESTOR'S PROPORTIONATE SHARE (BASED UPON THE RELATIVE COMMITMENTS OF
THE RELATED NON-DEFAULTING ALTERNATE INVESTORS) OF THE INVESTMENT DEFICIT AND
(II) ITS UNUSED
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COMMITMENT.
A DEFAULTING ALTERNATE INVESTOR SHALL FORTHWITH, UPON DEMAND, PAY
TO THE RELATED CLASS AGENT FOR THE RATABLE BENEFIT OF THE RELATED NON-DEFAULTING
ALTERNATE INVESTORS ALL AMOUNTS PAID BY EACH RELATED NON-DEFAULTING ALTERNATE
INVESTOR ON BEHALF OF SUCH DEFAULTING ALTERNATE INVESTOR, TOGETHER WITH INTEREST
THEREON, FOR EACH DAY FROM THE DATE A PAYMENT WAS MADE BY A RELATED
NON-DEFAULTING ALTERNATE INVESTOR UNTIL THE DATE SUCH NON-DEFAULTING ALTERNATE
INVESTOR HAS BEEN PAID SUCH AMOUNTS IN FULL, AT A RATE PER ANNUM EQUAL TO THE
SUM OF THE BASE RATE, PLUS 2.00% PER ANNUM.
IN ADDITION, IF, AFTER GIVING
EFFECT TO THE PROVISIONS OF THE IMMEDIATELY PRECEDING SENTENCE, ANY INVESTMENT
DEFICIT WITH RESPECT TO ANY ASSIGNMENT AMOUNT CONTINUES TO EXIST,