DATE; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY LENDER
TO MAKE A TIMELY RESPONSE TO THE BORROWER'S REQUEST FOR EXTENSION OF THE
COMMITMENT TERMINATION DATE SHALL BE DEEMED TO CONSTITUTE A REFUSAL BY SUCH
LENDER TO EXTEND THE COMMITMENT TERMINATION DATE. IN THE EVENT THAT AT LEAST ONE
COMMITTED LENDER AGREES TO EXTEND THE COMMITMENT TERMINATION DATE, THE BORROWER,
THE SERVICER, THE ADMINISTRATIVE AGENT AND THE EXTENDING COMMITTED LENDERS AND,
IF SUCH EXTENSION IS APPROVED BY A CP LENDER IN ITS SOLE DISCRETION, SUCH
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CP LENDER SHALL ENTER INTO SUCH DOCUMENTS AS SUCH EXTENDING COMMITTED LENDERS
AND CP LENDERS MAY DEEM NECESSARY OR APPROPRIATE TO REFLECT SUCH EXTENSION, AND
ALL REASONABLE COSTS AND EXPENSES INCURRED BY SUCH CP LENDERS, SUCH COMMITTED
LENDERS AND THE ADMINISTRATIVE AGENT (INCLUDING REASONABLE ATTORNEYS' FEES)
SHALL BE PAID BY THE BORROWER. IN THE EVENT THAT ANY COMMITTED LENDER DECLINES
THE REQUEST TO EXTEND THE COMMITMENT TERMINATION DATE (EACH SUCH COMMITTED
LENDER BEING REFERRED TO HEREIN AS A "NON-RENEWING COMMITTED LENDER"), AND THE
COMMITMENT OF SUCH NON-RENEWING COMMITTED LENDER IS NOT ASSIGNED TO ANOTHER
PERSON IN ACCORDANCE WITH THE TERMS OF ARTICLE XI PRIOR TO THE THEN CURRENT
COMMITMENT TERMINATION DATE, (I) THE FACILITY AMOUNT SHALL BE REDUCED BY AN
AMOUNT EQUAL TO EACH SUCH NON-RENEWING COMMITTED LENDER'S COMMITMENT ON THE THEN
CURRENT COMMITMENT TERMINATION DATE, AND (II) THE GROUP ADVANCE LIMITS OF THE
APPLICABLE LENDER GROUPS SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE APPLICABLE
NON-RENEWING COMMITTED LENDER'S COMMITMENT ON THE THEN CURRENT COMMITMENT
TERMINATION DATE.
SECTION 2.2
PROCEDURES FOR ADVANCES.
(A)
IN THE CASE OF THE MAKING OF ANY ADVANCE,
THE REPAYMENT OF ANY ADVANCE, OR ANY TERMINATION, INCREASE OR REDUCTION OF THE
FACILITY AMOUNT AND PREPAYMENTS OF ADVANCES, THE BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT A BORROWER NOTICE. EACH BORROWER NOTICE SHALL SPECIFY THE
AMOUNT (SUBJECT TO SECTION 2.1 HEREOF) OF ADVANCES TO BE BORROWED OR REPAID AND
THE FUNDING DATE OR REPAYMENT DATE (WHICH, IN ALL CASES, SHALL BE A BUSINESS
DAY).
(B)
SUBJECT TO THE CONDITIONS DESCRIBED IN
SECTION 2.1, THE BORROWER MAY REQUEST AN ADVANCE FROM THE LENDERS BY DELIVERING
TO THE ADMINISTRATIVE AGENT AT CERTAIN TIMES THE INFORMATION AND DOCUMENTS SET
FORTH IN THIS SECTION 2.2.
(C)
NO LATER THAN 10:00 A.M. (NEW YORK CITY
TIME) FIVE (5) BUSINESS DAYS PRIOR TO THE PROPOSED FUNDING DATE (OR SUCH SHORTER
PERIOD OF TIME OR LATER DATE AS MAY BE AGREED TO BY THE REQUIRED COMMITTED
LENDERS), THE BORROWER SHALL NOTIFY (I) THE COLLATERAL CUSTODIAN BY DELIVERY TO
THE COLLATERAL CUSTODIAN OF WRITTEN NOTICE OF SUCH PROPOSED FUNDING DATE, AND
(II) THE ADMINISTRATIVE AGENT BY DELIVERY TO THE ADMINISTRATIVE AGENT OF A
CREDIT REPORT AND TRANSACTION SUMMARY FOR EACH LOAN THAT IS THE SUBJECT OF THE
PROPOSED ADVANCE SETTING FORTH THE CREDIT UNDERWRITING BY THE ORIGINATOR OF SUCH
LOAN, INCLUDING WITHOUT LIMITATION A DESCRIPTION OF THE OBLIGOR AND THE PROPOSED
LOAN TRANSACTION IN THE FORM OF EXHIBIT M HERETO; PROVIDED THAT THE REQUIREMENTS
OF THIS SECTION 2.2(C) SHALL