BANK, WITH RESPECT TO EACH OUTSTANDING
NON-RATABLE LOAN, AND (B) FOR ITSELF, WITH RESPECT TO EACH AGENT ADVANCE.
(III)
NOTWITHSTANDING THE FOREGOING, NOT MORE THAN ONE (1) BUSINESS DAY
AFTER DEMAND IS MADE BY THE AGENT (WHETHER BEFORE OR AFTER THE OCCURRENCE OF A
DEFAULT OR AN EVENT OF DEFAULT AND REGARDLESS OF WHETHER THE AGENT HAS REQUESTED
A SETTLEMENT WITH RESPECT TO A NON-RATABLE LOAN OR AGENT ADVANCE), EACH OTHER
LENDER (A) SHALL IRREVOCABLY AND UNCONDITIONALLY PURCHASE AND RECEIVE FROM THE
BANK OR THE AGENT, AS APPLICABLE, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED
INTEREST AND PARTICIPATION IN SUCH NON-RATABLE LOAN OR AGENT ADVANCE EQUAL TO
SUCH LENDER'S PRO RATA SHARE OF SUCH NON-RATABLE LOAN
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OR AGENT ADVANCE AND (B) IF SETTLEMENT HAS NOT PREVIOUSLY OCCURRED WITH RESPECT
TO SUCH NON-RATABLE LOANS OR AGENT ADVANCES, UPON DEMAND BY BANK OR THE AGENT,
AS APPLICABLE, SHALL PAY TO BANK OR THE AGENT, AS APPLICABLE, AS THE PURCHASE
PRICE OF SUCH PARTICIPATION AN AMOUNT EQUAL TO ONE-HUNDRED PERCENT (100%) OF
SUCH LENDER'S PRO RATA SHARE OF SUCH NON-RATABLE LOANS OR AGENT ADVANCES.
IF
SUCH AMOUNT IS NOT IN FACT MADE AVAILABLE TO THE AGENT BY ANY LENDER, THE AGENT
SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS RATE FOR THE FIRST THREE (3) DAYS
FROM AND AFTER SUCH DEMAND AND THEREAFTER AT THE INTEREST RATE THEN APPLICABLE
TO BASE RATE REVOLVING LOANS.
(IV)
FROM AND AFTER THE DATE, IF ANY, ON WHICH ANY LENDER PURCHASES AN
UNDIVIDED INTEREST AND PARTICIPATION IN ANY NON-RATABLE LOAN OR AGENT ADVANCE
PURSUANT TO CLAUSE (III) ABOVE, THE AGENT SHALL PROMPTLY DISTRIBUTE TO SUCH
LENDER, SUCH LENDER'S PRO RATA SHARE OF ALL PAYMENTS OF PRINCIPAL AND INTEREST
AND ALL PROCEEDS OF COLLATERAL RECEIVED BY THE AGENT IN RESPECT OF SUCH
NON-RATABLE LOAN OR AGENT ADVANCE.
(V)
BETWEEN SETTLEMENT DATES, THE AGENT, TO THE EXTENT NO AGENT
ADVANCES ARE OUTSTANDING, MAY PAY OVER TO THE BANK ANY PAYMENTS RECEIVED BY THE
AGENT, WHICH IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WOULD BE APPLIED TO
THE REDUCTION OF THE REVOLVING LOANS, FOR APPLICATION TO THE BANK'S REVOLVING
LOANS INCLUDING NON-RATABLE LOANS.
IF, AS OF ANY SETTLEMENT DATE, COLLECTIONS
RECEIVED SINCE THE THEN IMMEDIATELY PRECEDING SETTLEMENT DATE HAVE BEEN APPLIED
TO THE BANK'S REVOLVING LOANS (OTHER THAN TO NON-RATABLE LOANS OR AGENT ADVANCES
IN WHICH SUCH LENDER HAS NOT YET FUNDED ITS PURCHASE OF A PARTICIPATION PURSUANT
TO CLAUSE (III) ABOVE), AS PROVIDED FOR IN THE PREVIOUS SENTENCE, THE BANK SHALL
PAY TO THE AGENT FOR THE ACCOUNTS OF THE LENDERS, TO BE APPLIED TO THE
OUTSTANDING REVOLVING LOANS OF SUCH LENDERS, AN AMOUNT SUCH THAT EACH LENDER
SHALL, UPON RECEIPT OF SUCH AMOUNT, HAVE, AS OF SUCH SETTLEMENT DATE, ITS PRO
RATA SHARE OF THE REVOLVING LOANS.
DURING THE PERIOD BETWEEN SETTLEMENT DATES,
THE BANK WITH RESPECT TO NON-RATABLE LOANS, THE AGENT WITH RESPECT TO AGENT
ADVANCES, AND EACH LENDER WITH RESPECT TO THE