OF THIS AGREEMENT,
EACH PAYMENT (INCLUDING EACH PREPAYMENT) BY BORROWER AND COLLECTIONS BY BANKS
(INCLUDING OFFSETS) ON ACCOUNT OF THE PRINCIPAL OF AND INTEREST ON THE NOTES AND
FEES PAYABLE BY BORROWER SHALL BE MADE PRO RATA TO BANKS ACCORDING TO THE THEN
OWNERSHIP INTEREST OF EACH BANK IN LOANS TO BORROWER UNDER THIS AGREEMENT.
UPON
RECEIPT OF A REQUEST FOR DISBURSEMENT BY BORROWER UNDER THE REVOLVING
COMMITMENT, AGENT SHALL NOTIFY BANKS OF SUCH REQUEST OR DRAFT AND THE REQUESTED
DISBURSEMENT DATE OR PAYMENT DATE, WHEREUPON EACH BANK SHALL FUND TO AGENT ITS
PRO RATA SHARE OF THE LOAN REQUESTED BY BORROWER AT SUCH TIME AND IN SUCH MANNER
AS TO REASONABLY PERMIT THE DISBURSEMENT BY AGENT TO BORROWER ON THE
DISBURSEMENT DATE REQUESTED.
(K)
ASSUMPTION AS TO PAYMENTS.
EXCEPT AS SPECIFICALLY PROVIDED
HEREIN, UNLESS AGENT SHALL HAVE RECEIVED NOTICE FROM THE BORROWER PRIOR TO THE
DATE ON WHICH ANY PAYMENT IS DUE TO BANKS HEREUNDER THAT THE BORROWER WILL NOT
MAKE SUCH PAYMENT IN FULL, AGENT MAY, BUT SHALL NOT BE REQUIRED TO, ASSUME THAT
THE BORROWER HAS MADE SUCH PAYMENT IN FULL TO AGENT ON SUCH DATE AND AGENT MAY,
IN RELIANCE UPON SUCH ASSUMPTION, CAUSE TO BE DISTRIBUTED TO EACH BANK ON SUCH
DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE SUCH BANK.
IF AND TO THE EXTENT
THE BORROWER SHALL NOT HAVE SO MADE SUCH PAYMENT IN FULL TO AGENT, EACH BANK
SHALL REPAY TO AGENT FORTHWITH ON DEMAND SUCH AMOUNT DISTRIBUTED TO SUCH BANK
TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE SUCH AMOUNT IS
DISTRIBUTED TO SUCH BANK UNTIL THE DATE SUCH BANK REPAYS SUCH AMOUNT TO AGENT,
AT THE INTEREST RATE APPLICABLE TO SUCH PORTION OF THE LOAN.
-44-
(L)
OTHER FINANCINGS.
WITHOUT LIMITING THE RIGHTS TO WHICH ANY BANK
OTHERWISE IS OR MAY BECOME ENTITLED, SUCH BANK SHALL HAVE NO INTEREST, BY VIRTUE
OF THIS AGREEMENT OR THE LOAN DOCUMENTS, IN (A) ANY PRESENT OR FUTURE LOANS
FROM, LETTERS OF CREDIT ISSUED BY, OR LEASING OR OTHER FINANCIAL TRANSACTIONS
BY, ANY OTHER BANK TO, ON BEHALF OF, OR WITH THE BORROWER (COLLECTIVELY REFERRED
TO HEREIN AS "OTHER FINANCINGS") OTHER THAN THE OBLIGATIONS HEREUNDER; (B) ANY
PRESENT OR FUTURE GUARANTEES BY OR FOR THE ACCOUNT OF THE BORROWER WHICH ARE NOT
CONTEMPLATED BY THE LOAN DOCUMENTS; (C) ANY PRESENT OR FUTURE PROPERTY TAKEN AS
SECURITY FOR ANY SUCH OTHER FINANCINGS; OR (D) ANY PROPERTY NOW OR HEREAFTER IN
THE POSSESSION OR CONTROL OF ANY OTHER BANK WHICH MAY BE OR BECOME SECURITY FOR
THE OBLIGATIONS OF THE BORROWER ARISING UNDER ANY LOAN DOCUMENT BY REASON OF THE
GENERAL DESCRIPTION OF INDEBTEDNESS SECURED OR PROPERTY CONTAINED IN ANY OTHER
AGREEMENTS, DOCUMENTS OR INSTRUMENTS RELATING TO ANY SUCH OTHER FINANCINGS.
(M)
INTERESTS OF BANKS.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED
TO CREATE A PARTNERSHIP OR JOINT VENTURE BETWEEN BANKS FOR ANY PURPOSE.
AGENT,
BANKS AND THE BORROWER RECOGNIZE THAT THE RESPECTIVE OBLIGATIONS OF BANKS UNDER
THE COMMITMENTS SHALL BE