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 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
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SUCH LENDER, PRIOR TO THE CURE OF SUCH FAILURE, BEING HEREINAFTER REFERRED TO AS
A "DEFAULTING LENDER") SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATION
HEREUNDER TO MAKE A REVOLVING LOAN ON THAT FUNDING DATE.
NO LENDER SHALL BE
RESPONSIBLE FOR ANY OTHER LENDER'S FAILURE TO ADVANCE SUCH OTHER LENDERS' PRO
RATA SHARE OF ANY BORROWING.
(D)
RETENTION OF DEFAULTING LENDER'S PAYMENTS.
THE AGENT SHALL NOT BE
OBLIGATED TO TRANSFER TO A DEFAULTING LENDER ANY PAYMENTS MADE BY ANY BORROWER
TO THE AGENT FOR THE DEFAULTING LENDER'S BENEFIT; NOR SHALL A DEFAULTING LENDER
BE ENTITLED TO THE SHARING OF ANY PAYMENTS HEREUNDER.
AMOUNTS PAYABLE TO A
DEFAULTING LENDER SHALL INSTEAD BE PAID TO OR RETAINED BY THE AGENT.
IN ITS
DISCRETION, THE AGENT MAY LOAN ANY BORROWER THE AMOUNT OF ALL SUCH PAYMENTS
RECEIVED OR RETAINED BY IT FOR THE ACCOUNT OF SUCH DEFAULTING LENDER.
ANY
AMOUNTS SO LOANED TO ANY BORROWER SHALL BEAR INTEREST AT THE RATE APPLICABLE TO
BASE RATE REVOLVING LOANS AND FOR ALL OTHER PURPOSES OF