OUTSTANDING LOANS AND LETTERS OF
CREDIT.
EACH LENDER SHALL ONLY BE ENTITLED TO RECEIVE INTEREST ON ITS PRO RATA
SHARE OF THE LOANS TO THE EXTENT SUCH LOANS HAVE BEEN FUNDED BY SUCH LENDER.
BECAUSE THE AGENT ON BEHALF OF LENDERS MAY BE ADVANCING AND/OR MAY BE REPAID
LOANS PRIOR TO THE TIME WHEN LENDERS WILL ACTUALLY ADVANCE AND/OR BE REPAID SUCH
LOANS, INTEREST WITH RESPECT TO LOANS SHALL BE ALLOCATED BY AGENT IN ACCORDANCE
WITH THE AMOUNT OF LOANS ACTUALLY ADVANCED BY AND REPAID TO EACH LENDER AND THE
AGENT AND SHALL ACCRUE FROM AND INCLUDING THE DATE SUCH LOANS ARE SO ADVANCED TO
BUT EXCLUDING THE DATE SUCH LOANS ARE EITHER REPAID BY BORROWERS OR ACTUALLY
SETTLED WITH THE APPLICABLE LENDER AS DESCRIBED IN THIS SECTION.
(C)
TO THE EXTENT THAT AGENT HAS MADE ANY SUCH AMOUNTS
AVAILABLE AND THE SETTLEMENT DESCRIBED ABOVE SHALL NOT YET HAVE OCCURRED, UPON
REPAYMENT OF ANY LOANS BY A BORROWER, AGENT MAY APPLY SUCH AMOUNTS REPAID
DIRECTLY TO ANY AMOUNTS MADE AVAILABLE BY AGENT PURSUANT TO THIS SECTION.
IN
LIEU OF WEEKLY OR MORE FREQUENT SETTLEMENTS, AGENT MAY, AT ITS OPTION, AT ANY
TIME REQUIRE EACH LENDER TO PROVIDE AGENT WITH IMMEDIATELY AVAILABLE FUNDS
REPRESENTING ITS PRO RATA SHARE OF EACH LOAN, PRIOR TO AGENT'S DISBURSEMENT OF
SUCH LOAN TO BORROWER.
IN SUCH EVENT, ALL LOANS UNDER THIS AGREEMENT SHALL BE
MADE BY THE LENDERS SIMULTANEOUSLY AND PROPORTIONATELY TO THEIR PRO RATA
SHARES.
NO LENDER SHALL BE RESPONSIBLE FOR ANY DEFAULT BY ANY OTHER LENDER IN
THE OTHER LENDER'S OBLIGATION TO MAKE A LOAN REQUESTED HEREUNDER NOR SHALL THE
COMMITMENT OF ANY LENDER BE INCREASED OR DECREASED AS A RESULT OF THE DEFAULT BY
ANY OTHER LENDER IN THE OTHER LENDER'S OBLIGATION TO MAKE A LOAN HEREUNDER.
(D)
IF AGENT IS NOT FUNDING A PARTICULAR LOAN TO A BORROWER
(OR ADMINISTRATIVE BORROWER FOR THE BENEFIT OF SUCH BORROWER) PURSUANT TO
SECTIONS 6.11(A) AND 6.11(B) ABOVE ON ANY DAY, BUT IS REQUIRING EACH LENDER TO
PROVIDE AGENT WITH IMMEDIATELY AVAILABLE FUNDS ON THE DATE OF SUCH LOAN AS
PROVIDED IN SECTION 6.11(C) ABOVE, AGENT MAY ASSUME THAT EACH LENDER WILL MAKE
AVAILABLE TO AGENT SUCH LENDER'S PRO RATA SHARE OF THE LOAN REQUESTED OR
OTHERWISE MADE ON SUCH DAY AND AGENT MAY, IN ITS DISCRETION, BUT SHALL NOT BE
OBLIGATED TO, CAUSE A CORRESPONDING AMOUNT TO BE MADE AVAILABLE TO OR FOR THE
BENEFIT OF SUCH BORROWER ON SUCH DAY.
IF AGENT MAKES SUCH CORRESPONDING AMOUNT
AVAILABLE TO A BORROWER AND SUCH CORRESPONDING AMOUNT IS NOT IN FACT MADE
AVAILABLE TO AGENT BY SUCH LENDER, AGENT SHALL BE ENTITLED TO RECOVER SUCH
CORRESPONDING AMOUNT ON DEMAND FROM SUCH LENDER TOGETHER WITH INTEREST THEREON
FOR EACH DAY FROM THE DATE
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SUCH PAYMENT WAS DUE UNTIL THE DATE SUCH AMOUNT IS PAID TO AGENT AT THE FEDERAL
FUNDS RATE FOR EACH DAY DURING SUCH PERIOD (AS PUBLISHED BY THE FEDERAL RESERVE
BANK OF CHICAGO OR AT AGENT'S OPTION BASED ON THE ARITHMETIC MEAN