PAYMENT TO SUCH AGENT
OF THE PROCEEDS OF A LOAN (OR FUNDING OF A DRAWING UNDER A LETTER OF CREDIT OR
REIMBURSEMENT WITH RESPECT TO ANY DRAWING UNDER A LETTER OF CREDIT OR FUNDING OF
A PAYMENT UNDER A BANKERS' ACCEPTANCE OR REIMBURSEMENT WITH RESPECT TO ANY
PAYMENT UNDER A BANKERS' ACCEPTANCE) TO BE MADE BY IT HEREUNDER OR ON WHICH THE
APPLICABLE BORROWER IS TO MAKE A PAYMENT TO SUCH AGENT FOR THE ACCOUNT OF ONE OR
MORE OF THE LENDERS, AS THE CASE MAY BE (SUCH PAYMENT BEING HEREIN CALLED THE
"REQUIRED PAYMENT"), WHICH NOTICE SHALL BE EFFECTIVE UPON RECEIPT, THAT THE
PAYOR DOES NOT INTEND TO MAKE THE REQUIRED PAYMENT TO SUCH AGENT ON THE DUE
DATE, THE APPLICABLE AGENT MAY ASSUME THAT THE REQUIRED PAYMENT HAS BEEN MADE
AND MAY, IN RELIANCE UPON SUCH ASSUMPTION (BUT SHALL NOT BE REQUIRED TO), MAKE
THE AMOUNT THEREOF AVAILABLE TO THE INTENDED RECIPIENT ON SUCH DATE AND, IF THE
PAYOR HAS NOT IN FACT MADE THE REQUIRED PAYMENT TO SUCH AGENT, THE RECIPIENT OF
SUCH PAYMENT (OR, IF SUCH RECIPIENT IS THE BENEFICIARY OF A LETTER OF CREDIT,
THE APPLICABLE BORROWER AND, IF SUCH BORROWER FAILS TO PAY THE AMOUNT THEREOF TO
THE APPLICABLE AGENT FORTHWITH UPON DEMAND, THE APPLICABLE LENDERS RATABLY IN
PROPORTION TO THEIR RESPECTIVE COMMITMENT PERCENTAGES) SHALL, ON DEMAND, PAY TO
SUCH AGENT THE AMOUNT MADE AVAILABLE BY SUCH AGENT, TOGETHER WITH INTEREST
THEREON IN RESPECT OF THE PERIOD COMMENCING ON THE DATE SUCH AMOUNT WAS SO MADE
AVAILABLE BY SUCH AGENT UNTIL THE DATE AGENT RECOVERS SUCH AMOUNT AT A RATE PER
ANNUM FOR SUCH PERIOD EQUAL TO (I) IN RESPECT OF OBLIGATIONS WHICH ARE
DENOMINATED IN DOLLARS, THE FEDERAL FUNDS RATE AND (II) IN RESPECT OF CANADIAN
OBLIGATIONS WHICH ARE DENOMINATED IN CANADIAN DOLLARS, THE CDOR RATE.
4.6
SHARING OF PAYMENTS, ETC.
IF A LENDER SHALL
OBTAIN PAYMENT OF ANY PRINCIPAL OF OR INTEREST ON ANY LOAN MADE BY IT UNDER THIS
AGREEMENT (OTHER THAN SWING LOANS), ON ANY REIMBURSEMENT OBLIGATION OR ON ANY
OTHER OBLIGATION THEN DUE TO SUCH LENDER HEREUNDER, THROUGH THE EXERCISE OF ANY
RIGHT OF SET-OFF (INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF SETOFF OR LIEN
GRANTED UNDER SECTION 9.2 HEREOF), BANKER'S LIEN, COUNTERCLAIM OR SIMILAR RIGHT,
OR OTHERWISE, IT SHALL PROMPTLY PURCHASE FROM THE OTHER LENDERS PARTICIPATIONS
IN THE LOANS MADE, OR REIMBURSEMENT OBLIGATIONS OR OTHER OBLIGATIONS HELD, BY
THE OTHER LENDERS IN SUCH AMOUNTS, AND MAKE SUCH OTHER ADJUSTMENTS FROM TIME TO
TIME AS SHALL BE EQUITABLE TO THE END THAT ALL THE LENDERS SHALL SHARE THE
BENEFIT OF SUCH PAYMENT (NET OF ANY EXPENSES WHICH MAY BE INCURRED BY SUCH
LENDER IN OBTAINING OR PRESERVING SUCH BENEFIT) PRO RATA IN ACCORDANCE WITH THE
UNPAID OBLIGATIONS THEN DUE TO EACH OF THEM.
TO SUCH END, ALL THE LENDERS SHALL
MAKE APPROPRIATE ADJUSTMENTS AMONG THEMSELVES (BY THE RESALE OF PARTICIPATIONS
SOLD OR OTHERWISE) IF SUCH PAYMENT IS RESCINDED OR MUST OTHERWISE BE RESTORED.
SUBJECT TO SECTION 4.2 HEREOF, EACH BORROWER