Common use of Funding Procedure Clause in Contracts

Funding Procedure. Promptly after receipt of a Notice of Borrowing relating to a Construction/Acquisition Loan or a Term Loan, the applicable Agent will notify each applicable Lender of the proposed Loan or Loans and of such Lender's Pro Rata Share thereof, and each applicable Lender will make available to the applicable Agent at such Agent's main office in Stamford, Connecticut, or New York Branch, as the case may be, such Lender's Pro Rata Share of the proposed Loan or Loans in immediately available funds no later than 10:00 a.m., New York City time, on the Funding Date. Upon satisfaction or waiver of the applicable conditions precedent set forth in Article III, the applicable Agent will disburse all such amounts made available to it by the Lenders to or for the benefit of Borrower; provided, that in the case of the funding of a Construction/Acquisition Loan, the Construction/Acquisition Agent will disburse to or for the benefit of Borrower only ninety percent (90%) of the requested Loan amount and will retain the remaining ten percent (10%) (the "Construction/Acquisition Holdback Amount") as Collateral to be released to Borrower upon the Term Loan Conversion Date relating to such Construction/Acquisition Loan after payment to the Construction/Acquisition Lenders of accrued interest on such Construction/Acquisition Loan; provided, further, that the proceeds of a Term Loan that results from the conversion of a Construction/Acquisition Loan will be paid first to the Construction/Acquisition Agent in the amount of the aggregate of all unpaid principal and interest of, and fees corresponding to, the Construction/Acquisition Loans that are being converted, and the balance of the proceeds of such Term Loan, if any, will be paid to or for the benefit of Borrower; provided, further, that if pursuant to the restrictions on the initial principal amount of a Term Loan contained in Section 2.2(c)(ii), the principal amount of the Term Loan replacing a Construction/Acquisition Loan is not sufficient to pay in full the outstanding principal amount of the Construction/Acquisition Loan, then the Construction/Acquisition Agent shall apply the Construction/Acquisition Holdback Amount to pay the remaining balance of the Construction/Acquisition Loan in full and then shall release the remaining portion, if any, of the Construction/Acquisition Holdback Amount to Borrower in accordance with the first proviso of this sentence. Unless a Lender has notified the applicable Agent prior to the Funding Date of a Loan that such Lender does not intend to make available its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such amount available to the Agent on the Funding Date and the Agent may, in its sole discretion, make available to Borrower a corresponding amount on the Funding Date; provided, that the Agent has no obligation to make available to Borrower any amount not actually received from the Lenders. If an Agent makes available to Borrower any Loan amount not received from a Lender, the Agent will be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the Funding Date that such amount remains unpaid at the customary rate set by the Agent for the correction of errors among banks. If the defaulting Lender does not pay such amount forthwith upon demand by the Agent, the Agent will promptly notify Borrower and Borrower will immediately pay such amount to the Agent, together with interest on such amount at the applicable Interest Rate for each day from the Funding Date that such amount remains unpaid. Any such payment by Borrower will not be deemed a prepayment for purposes of Section 2.8. Each Lender agrees that if it fails to make available or to reimburse an Agent for any amount made available by the Agent on its behalf, it will have no interest in such amount and hereby assigns all of its right, title and interest in such amount to any assignee designated by the Agent. Nothing in this paragraph will be deemed to relieve any Lender of its obligation to fulfill its Commitments hereunder or prejudice any right Borrower may have against any Lender as a result of any default by such Lender.

Funding Procedure. Promptly after Upon receipt of a Notice of Borrowing relating to a Construction/Acquisition Loan or a Term Loanand supporting information, the applicable Collateral Agent will notify each applicable Lender verify and recompute, as necessary, the calculations in the Notice of Borrowing and supporting information until the Collateral Agent is satisfied that the Notice of Borrowing and supporting information comply with the terms of this Agreement. On the basis of the Notice of Borrowing and supporting information, as so modified if necessary, the Collateral Agent will determine the Term Loan amount for which the Borrowers satisfy all funding conditions set forth in this Agreement. Not later than 2:00 p.m. (Charlotte time) on the proposed Loan or Loans and of such Lender's Pro Rata Share thereofborrowing date, and each applicable Lender will make available to the applicable Agent Administrative Agent, for the account of the Borrowers, at such the Administrative Agent's main office Office in Stamford, Connecticut, or New York Branch, as funds immediately available to the case may beAdministrative Agent, such Lender's Pro Rata Share Term Loan Commitment Percentage of the proposed Term Loan advance to be made on such borrowing date. The failure or Loans refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any borrowing date the amount of its Term Loan Commitment Percentage of the requested Term Loan advance shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender's Term Loan Commitment Percentage of any requested Term Loan advance. Upon receipt from each Lender of such amount, and upon the Borrowers' satisfaction of the conditions to funding set forth in this Agreement, the Administrative Agent will make available to the Borrowers the aggregate amount of such Term Loan advance made available to the Administrative Agent by the Lenders. The Borrowers hereby irrevocably authorize the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.3 in immediately available funds no later than 10:00 a.m., New York City time, on by crediting or wiring such proceeds to the Funding Date. Upon satisfaction or waiver deposit account of the applicable conditions precedent set forth Borrower identified in Article IIIthe most recent Notice of Account Designation delivered by the Borrowers to the Administrative Agent or as may be otherwise agreed upon by the Borrowers and the Administrative Agent from time to time. Subject to Section 5.6, the applicable Administrative Agent will shall not be obligated to disburse all such amounts made available to it by the Lenders to or for the benefit of Borrower; provided, that in the case of the funding of a Construction/Acquisition Loan, the Construction/Acquisition Agent will disburse to or for the benefit of Borrower only ninety percent (90%) of the requested Loan amount and will retain the remaining ten percent (10%) (the "Construction/Acquisition Holdback Amount") as Collateral to be released to Borrower upon the Term Loan Conversion Date relating to such Construction/Acquisition Loan after payment to the Construction/Acquisition Lenders of accrued interest on such Construction/Acquisition Loan; provided, further, that the proceeds of a Term Loan that results from the conversion of a Construction/Acquisition Loan will be paid first to the Construction/Acquisition Agent in the amount of the aggregate of all unpaid principal and interest of, and fees corresponding to, the Construction/Acquisition Loans that are being converted, and the balance portion of the proceeds of such any Term Loan, if any, will be paid to or for the benefit of Borrower; provided, further, that if Loan advance requested pursuant to this Section 4.3 to the restrictions on the initial principal amount of a Term Loan contained in Section 2.2(c)(ii), the principal amount of the Term Loan replacing a Construction/Acquisition Loan is not sufficient to pay in full the outstanding principal amount of the Construction/Acquisition Loan, then the Construction/Acquisition Agent shall apply the Construction/Acquisition Holdback Amount to pay the remaining balance of the Construction/Acquisition Loan in full and then shall release the remaining portion, if any, of the Construction/Acquisition Holdback Amount to Borrower in accordance with the first proviso of this sentence. Unless a extent that any Lender has notified the applicable Agent prior to the Funding Date of a Loan that such Lender does not intend to make available its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such amount available to the Administrative Agent on the Funding Date and the Agent may, in its sole discretion, make available to Borrower a corresponding amount on the Funding Date; provided, that the Agent has no obligation to make available to Borrower any amount not actually received from the Lenders. If an Agent makes available to Borrower any Term Loan amount not received from a Lender, the Agent will be entitled to recover Commitment Percentage of such amount on demand from such Lender, together with interest thereon for each day from the Funding Date that such amount remains unpaid at the customary rate set by the Agent for the correction of errors among banks. If the defaulting Lender does not pay such amount forthwith upon demand by the Agent, the Agent will promptly notify Borrower and Borrower will immediately pay such amount to the Agent, together with interest on such amount at the applicable Interest Rate for each day from the Funding Date that such amount remains unpaid. Any such payment by Borrower will not be deemed a prepayment for purposes of Section 2.8. Each Lender agrees that if it fails to make available or to reimburse an Agent for any amount made available by the Agent on its behalf, it will have no interest in such amount and hereby assigns all of its right, title and interest in such amount to any assignee designated by the Agent. Nothing in this paragraph will be deemed to relieve any Lender of its obligation to fulfill its Commitments hereunder or prejudice any right Borrower may have against any Lender as a result of any default by such Lender.advance

Funding Procedure. Promptly after Upon receipt of a Notice of Borrowing relating to a Construction/Acquisition Loan or a Term Loanand an updated Borrowing Base Report, the applicable Collateral Agent will notify each applicable Lender verify and recompute, as necessary, the calculations in the Notice of Borrowing and Borrowing Base Report until the Collateral Agent is satisfied, in its sole discretion, that the Notice of Borrowing and Borrowing Base Report comply with the terms of this Agreement. On the basis of the Notice of Borrowing and Borrowing Base Report, as so modified if necessary, the Collateral Agent will determine the Revolving Loan amount to be advanced. For the convenience of the parties, the calculations needed to determine the Revolving Loan amount are set out on Exhibit "M." Not later than 2:00 p.m. (Charlotte time) on the proposed Loan or Loans and of such Lender's Pro Rata Share thereofborrowing date, and each applicable Lender will make available to the applicable Agent Administrative Agent, for the account of the Borrowers, at such the Administrative Agent's main office Office in Stamford, Connecticut, or New York Branch, as funds immediately available to the case may beAdministrative Agent, such Lender's Pro Rata Share Revolving Credit Commitment Percentage of the proposed Revolving Loans to be made on such borrowing date. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any borrowing date the amount of its Revolving Credit Commitment Percentage of the requested Revolving Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender's Revolving Credit Commitment Percentage of any requested Revolving Loan. Upon receipt from each Lender of such amount, and upon the Borrowers' satisfaction of the conditions to funding set forth in this Agreement, the Administrative Agent will make available to the Borrowers the aggregate amount of such Revolving Loan or Loans made available to the Administrative Agent by the Lenders. The Borrowers hereby irrevocably authorize the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds no later than 10:00 a.m., New York City time, on by crediting or wiring such proceeds to the Funding Date. Upon satisfaction or waiver deposit account of the applicable conditions precedent set forth Borrowers identified in Article IIIthe most recent Notice of Account Designation delivered by the Borrowers to the Administrative Agent or as may be otherwise agreed upon by the Borrowers and the Agent from time to time. Subject to Section 5.6 hereof, the applicable Administrative Agent will shall not be obligated to disburse all such amounts made available to it by the Lenders to or for the benefit of Borrower; provided, that in the case of the funding of a Construction/Acquisition Loan, the Construction/Acquisition Agent will disburse to or for the benefit of Borrower only ninety percent (90%) of the requested Loan amount and will retain the remaining ten percent (10%) (the "Construction/Acquisition Holdback Amount") as Collateral to be released to Borrower upon the Term Loan Conversion Date relating to such Construction/Acquisition Loan after payment to the Construction/Acquisition Lenders of accrued interest on such Construction/Acquisition Loan; provided, further, that the proceeds of a Term Loan that results from the conversion of a Construction/Acquisition Loan will be paid first to the Construction/Acquisition Agent in the amount of the aggregate of all unpaid principal and interest of, and fees corresponding to, the Construction/Acquisition Loans that are being converted, and the balance portion of the proceeds of such Term Loan, if any, will be paid to or for the benefit of Borrower; provided, further, that if any Revolving Loan requested pursuant to this Section 2.2 to the restrictions on the initial principal amount of a Term Loan contained in Section 2.2(c)(ii), the principal amount of the Term Loan replacing a Construction/Acquisition Loan is not sufficient to pay in full the outstanding principal amount of the Construction/Acquisition Loan, then the Construction/Acquisition Agent shall apply the Construction/Acquisition Holdback Amount to pay the remaining balance of the Construction/Acquisition Loan in full and then shall release the remaining portion, if any, of the Construction/Acquisition Holdback Amount to Borrower in accordance with the first proviso of this sentence. Unless a extent that any Lender has notified the applicable Agent prior not made available to the Funding Date of a Loan that such Lender does not intend to make available Administrative Agent its Pro Rata Share Revolving Credit Commitment Percentage of such Loan, the Agent may assume that such Lender has made such amount available to the Agent on the Funding Date and the Agent may, in its sole discretion, make available to Borrower a corresponding amount on the Funding Date; provided, that the Agent has no obligation to make available to Borrower any amount not actually received from the Lenders. If an Agent makes available to Borrower any Loan amount not received from a Lender, the Agent will be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the Funding Date that such amount remains unpaid at the customary rate set by the Agent for the correction of errors among banks. If the defaulting Lender does not pay such amount forthwith upon demand by the Agent, the Agent will promptly notify Borrower and Borrower will immediately pay such amount to the Agent, together with interest on such amount at the applicable Interest Rate for each day from the Funding Date that such amount remains unpaid. Any such payment by Borrower will not be deemed a prepayment for purposes of Section 2.8. Each Lender agrees that if it fails to make available or to reimburse an Agent for any amount made available by the Agent on its behalf, it will have no interest in such amount and hereby assigns all of its right, title and interest in such amount to any assignee designated by the Agent. Nothing in this paragraph will be deemed to relieve any Lender of its obligation to fulfill its Commitments hereunder or prejudice any right Borrower may have against any Lender as a result of any default by such Lender.

Funding Procedure. Promptly after Not more frequently than once in any calendar week, upon receipt of a Notice of Borrowing relating to a Construction/Acquisition Loan or a Term LoanBorrowing, the applicable Agent will notify each applicable Lender verify and recompute, as necessary, the calculations in the Notice of Borrowing and the most recent Borrowing Base Report until the Agent is satisfied, in its sole discretion that the Notice of Borrowing and Borrowing Base Report comply with the terms of this Agreement. On the basis of the Notice of Borrowing and the most recent Borrowing Base Report, as so modified if necessary, the Agent will determine the Revolving Loan amount to be advanced. Not later than 2:00 p.m. (Virginia time) on the proposed Loan or Loans and of such Lender's Pro Rata Share thereofborrowing date, and each applicable Lender will make available to the applicable Agent Agent, for the account of the Borrowers, at such the Agent's main office Office in Stamford, Connecticut, or New York Branch, as funds immediately available to the case may beAgent, such Lender's Pro Rata Share Revolving Credit Commitment Percentage of the proposed Revolving Loans to be made on such borrowing date. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any borrowing date the amount of its Revolving Credit Commitment Percentage of the requested Revolving Loan or Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender's Revolving Credit Commitment Percentage of the requested Revolving Loan. Upon receipt from the Lenders of such amount, and upon the Borrowers' satisfaction of the conditions to funding set forth in this Agreement, the Agent will make available to the Borrowers the aggregate amount of such Revolving Loan made available to the Agent by the Lenders. The Borrowers hereby irrevocably authorize the Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds no later than 10:00 a.m., New York City time, on by crediting or wiring such proceeds to the Funding Date. Upon satisfaction or waiver deposit account of the applicable conditions precedent set forth Borrowers identified in Article IIIthe most recent Notice of Account Designation delivered by the Borrowers to the Agent or as may be otherwise agreed upon by the Borrowers and the Agent from time to time. Subject to Section 4.8 hereof, the applicable Agent will shall not be obligated to disburse all such amounts made available to it by the Lenders to or for the benefit of Borrower; provided, that in the case of the funding of a Construction/Acquisition Loan, the Construction/Acquisition Agent will disburse to or for the benefit of Borrower only ninety percent (90%) of the requested Loan amount and will retain the remaining ten percent (10%) (the "Construction/Acquisition Holdback Amount") as Collateral to be released to Borrower upon the Term Loan Conversion Date relating to such Construction/Acquisition Loan after payment to the Construction/Acquisition Lenders of accrued interest on such Construction/Acquisition Loan; provided, further, that the proceeds of a Term Loan that results from the conversion of a Construction/Acquisition Loan will be paid first to the Construction/Acquisition Agent in the amount of the aggregate of all unpaid principal and interest of, and fees corresponding to, the Construction/Acquisition Loans that are being converted, and the balance portion of the proceeds of such Term Loan, if any, will be paid to or for the benefit of Borrower; provided, further, that if any Revolving Loan requested pursuant to this Section 2.2 to the restrictions on the initial principal amount of a Term Loan contained in Section 2.2(c)(ii), the principal amount of the Term Loan replacing a Construction/Acquisition Loan is not sufficient to pay in full the outstanding principal amount of the Construction/Acquisition Loan, then the Construction/Acquisition Agent shall apply the Construction/Acquisition Holdback Amount to pay the remaining balance of the Construction/Acquisition Loan in full and then shall release the remaining portion, if any, of the Construction/Acquisition Holdback Amount to Borrower in accordance with the first proviso of this sentence. Unless a extent that any Lender has notified the applicable Agent prior to the Funding Date of a Loan that such Lender does not intend to make available its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such amount available to the Agent on the Funding Date and the Agent may, in its sole discretion, make available to Borrower a corresponding amount on the Funding Date; provided, that the Agent has no obligation to make available to Borrower any amount not actually received from the Lenders. If an Agent makes available to Borrower any Loan amount not received from a Lender, the Agent will be entitled to recover Revolving Credit Commitment Percentage of such amount on demand from such Lender, together with interest thereon for each day from the Funding Date that such amount remains unpaid at the customary rate set by the Agent for the correction of errors among banks. If the defaulting Lender does not pay such amount forthwith upon demand by the Agent, the Agent will promptly notify Borrower and Borrower will immediately pay such amount to the Agent, together with interest on such amount at the applicable Interest Rate for each day from the Funding Date that such amount remains unpaid. Any such payment by Borrower will not be deemed a prepayment for purposes of Section 2.8. Each Lender agrees that if it fails to make available or to reimburse an Agent for any amount made available by the Agent on its behalf, it will have no interest in such amount and hereby assigns all of its right, title and interest in such amount to any assignee designated by the Agent. Nothing in this paragraph will be deemed to relieve any Lender of its obligation to fulfill its Commitments hereunder or prejudice any right Borrower may have against any Lender as a result of any default by such LenderRevolving Loan.

Funding Procedure. Promptly after Not more frequently than once in any calendar week, upon receipt of a Notice of Borrowing relating to a Construction/Acquisition Loan or a Term LoanBorrowing, the applicable Agent will notify each applicable Lender verify and recompute, as necessary, the calculations in the Notice of Borrowing and the most recent Borrowing Base Report until the Agent is satisfied, in its sole discretion that the Notice of Borrowing and Borrowing Base Report comply with the terms of this Agreement. On the basis of the Notice of Borrowing and the most recent Borrowing Base Report, as so modified if necessary, the Agent will determine the Revolving Loan amount to be advanced. Not later than 2:00 p.m. (Virginia time) on the proposed Loan or Loans and of such Lender's Pro Rata Share thereofborrowing date, and each applicable Lender will make available to the applicable Agent Agent, for the account of the Borrowers, at such the Agent's main office ’s Office in Stamford, Connecticut, or New York Branch, as funds immediately available to the case may beAgent, such Lender's Pro Rata Share ’s Revolving Credit Commitment Percentage of the proposed Revolving Loans to be made on such borrowing date. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any borrowing date the amount of its Revolving Credit Commitment Percentage of the requested Revolving Loan or Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Revolving Credit Commitment Percentage of the requested Revolving Loan. Upon receipt from the Lenders of such amount, and upon the Borrowers’ satisfaction of the conditions to funding set forth in this Agreement, the Agent will make available to the Borrowers the aggregate amount of such Revolving Loan made available to the Agent by the Lenders. The Borrowers hereby irrevocably authorize the Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds no later than 10:00 a.m., New York City time, on by crediting or wiring such proceeds to the Funding Date. Upon satisfaction or waiver deposit account of the applicable conditions precedent set forth Borrowers identified in Article IIIthe most recent Notice of Account Designation delivered by the Borrowers to the Agent or as may be otherwise agreed upon by the Borrowers and the Agent from time to time. Subject to Section 4.8 hereof, the applicable Agent will shall not be obligated to disburse all such amounts made available to it by the Lenders to or for the benefit of Borrower; provided, that in the case of the funding of a Construction/Acquisition Loan, the Construction/Acquisition Agent will disburse to or for the benefit of Borrower only ninety percent (90%) of the requested Loan amount and will retain the remaining ten percent (10%) (the "Construction/Acquisition Holdback Amount") as Collateral to be released to Borrower upon the Term Loan Conversion Date relating to such Construction/Acquisition Loan after payment to the Construction/Acquisition Lenders of accrued interest on such Construction/Acquisition Loan; provided, further, that the proceeds of a Term Loan that results from the conversion of a Construction/Acquisition Loan will be paid first to the Construction/Acquisition Agent in the amount of the aggregate of all unpaid principal and interest of, and fees corresponding to, the Construction/Acquisition Loans that are being converted, and the balance portion of the proceeds of such Term Loan, if any, will be paid to or for the benefit of Borrower; provided, further, that if WB/Neighborhoods Second Modified and Restated Loan Agreement any Revolving Loan requested pursuant to this Section 2.2 to the restrictions on the initial principal amount of a Term Loan contained in Section 2.2(c)(ii), the principal amount of the Term Loan replacing a Construction/Acquisition Loan is not sufficient to pay in full the outstanding principal amount of the Construction/Acquisition Loan, then the Construction/Acquisition Agent shall apply the Construction/Acquisition Holdback Amount to pay the remaining balance of the Construction/Acquisition Loan in full and then shall release the remaining portion, if any, of the Construction/Acquisition Holdback Amount to Borrower in accordance with the first proviso of this sentence. Unless a extent that any Lender has notified the applicable Agent prior to the Funding Date of a Loan that such Lender does not intend to make available its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such amount available to the Agent on the Funding Date and the Agent may, in its sole discretion, make available to Borrower a corresponding amount on the Funding Date; provided, that the Agent has no obligation to make available to Borrower any amount not actually received from the Lenders. If an Agent makes available to Borrower any Loan amount not received from a Lender, the Agent will be entitled to recover Revolving Credit Commitment Percentage of such amount on demand from such Lender, together with interest thereon for each day from the Funding Date that such amount remains unpaid at the customary rate set by the Agent for the correction of errors among banks. If the defaulting Lender does not pay such amount forthwith upon demand by the Agent, the Agent will promptly notify Borrower and Borrower will immediately pay such amount to the Agent, together with interest on such amount at the applicable Interest Rate for each day from the Funding Date that such amount remains unpaid. Any such payment by Borrower will not be deemed a prepayment for purposes of Section 2.8. Each Lender agrees that if it fails to make available or to reimburse an Agent for any amount made available by the Agent on its behalf, it will have no interest in such amount and hereby assigns all of its right, title and interest in such amount to any assignee designated by the Agent. Nothing in this paragraph will be deemed to relieve any Lender of its obligation to fulfill its Commitments hereunder or prejudice any right Borrower may have against any Lender as a result of any default by such LenderRevolving Loan.

Funding Procedure. Promptly after (1) The Company may request a Swingline Loan (on their own behalf or on behalf of any Subsidiary Borrower) by delivering a Request For Swingline Loan (in the form attached hereto as Exhibit B, the "REQUEST FOR SWINGLINE LOAN") signed by an authorized officer of the Company to the Agent on or before 12:00 noon Philadelphia time on the date the Swingline Loan is to be made. Upon receipt of a Notice such Request For Swingline Loan and if the conditions provided herein shall be satisfied at the time of Borrowing relating to a Construction/Acquisition Loan or a Term Loansuch receipt, the applicable Agent will notify each applicable Lender of shall make the proposed Swingline Loan on the date specified therein. (2) Swingline Loans shall bear interest for any day at the Alternate Base Rate or Loans and of at an overnight money market rate determined by the Agent in good faith if such Lender's Pro Rata Share thereof, and each applicable Lender will make available rate is lower than the Alternate Base Rate. (3) The Agent may by written notice given to the applicable Agent at such Agent's main office in Stamford, Connecticut, or New York Branch, as the case may be, such Lender's Pro Rata Share of the proposed Loan or Loans in immediately available funds no Banks not later than 10:00 a.m., New York City a.m. (Philadelphia time), on any Business Day require the Funding Date. Upon satisfaction Banks to acquire participations on such Business Day in all or waiver a portion of the applicable conditions precedent set forth Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in Article IIIwhich Banks will participate, which participation will be based upon each Bank's Commitment Percentage of the applicable Swingline Loans to be participated. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent will disburse all such Bank's Commitment Percentage of such Swingline Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or event that, with the giving of notice or lapse of time or both would constitute an Event of Default or reduction or termination of the Revolving Credit Facility Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.2(c) with respect to Revolving Credit Facility Loans made by such Bank. Any amounts made available to it received by the Lenders to Agent from a Borrower (or for the benefit of Borrower; provided, that in the case of the funding other party on behalf of a Construction/Acquisition Loan, the Construction/Acquisition Agent will disburse to or for the benefit Borrower) in respect of Borrower only ninety percent (90%) of the requested Loan amount and will retain the remaining ten percent (10%) (the "Construction/Acquisition Holdback Amount") as Collateral to be released to Borrower upon the Term Loan Conversion Date relating to such Construction/Acquisition a Swingline Loan after payment to receipt by the Construction/Acquisition Lenders Agent of accrued interest on such Construction/Acquisition Loan; provided, further, that the proceeds of a Term Loan that results from the conversion sale of a Construction/Acquisition Loan will participations therein shall be paid first to the Construction/Acquisition Agent in the amount of the aggregate of all unpaid principal and interest of, and fees corresponding to, the Construction/Acquisition Loans that are being converted, and the balance of the proceeds of such Term Loan, if any, will be paid to or for the benefit of Borrower; provided, further, that if pursuant to the restrictions on the initial principal amount of a Term Loan contained in Section 2.2(c)(ii), the principal amount of the Term Loan replacing a Construction/Acquisition Loan is not sufficient to pay in full the outstanding principal amount of the Construction/Acquisition Loan, then the Construction/Acquisition Agent shall apply the Construction/Acquisition Holdback Amount to pay the remaining balance of the Construction/Acquisition Loan in full and then shall release the remaining portion, if any, of the Construction/Acquisition Holdback Amount to Borrower in accordance with the first proviso of this sentence. Unless a Lender has notified the applicable Agent prior to the Funding Date of a Loan that such Lender does not intend to make available its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such amount available to the Agent on the Funding Date and the Agent may, in its sole discretion, make available to Borrower a corresponding amount on the Funding Date; provided, that the Agent has no obligation to make available to Borrower any amount not actually received from the Lenders. If an Agent makes available to Borrower any Loan amount not received from a Lender, the Agent will be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the Funding Date that such amount remains unpaid at the customary rate set promptly remitted by the Agent for the correction of errors among banks. If the defaulting Lender does not pay such amount forthwith upon demand by the Agent, the Agent will promptly notify Borrower and Borrower will immediately pay such amount to the AgentBanks that shall have made their payments pursuant to this paragraph, together with interest on such amount at the applicable Interest Rate for each day from the Funding Date that such amount remains unpaidas their interests may appear. Any such payment by Borrower will not be deemed The purchase of participations in a prepayment for purposes of Section 2.8. Each Lender agrees that if it fails Swingline Loan pursuant to make available or to reimburse an Agent for any amount made available by the Agent on its behalf, it will have no interest in such amount and hereby assigns all of its right, title and interest in such amount to any assignee designated by the Agent. Nothing in this paragraph will be deemed to shall not relieve any Lender of its obligation to fulfill its Commitments hereunder or prejudice any right the relevant Borrower may have against any Lender as a result of any default in the payment thereof. (4) Within the foregoing limits, the Borrowers may request Swingline Loans without regard to any minimum amount, repay them within thirty calendar days and request new Swingline Loans. The Borrowers agree that the Swingline Loans facility shall be used only for their convenience and need for very short term funds. This facility shall not be used as a substitute for Loans by such Lendercontinuously maintaining a significant dollar amount of Swingline Loans outstanding. (5) All Swingline Loans shall, in any event, be repaid by the Borrowers on the Revolving Credit Facility Termination Date.