ON THE NEXT BUSINESS DAY, SO THAT ALL SUCH LOANS 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)
UPON THE MAKING OF ANY LOAN BY AGENT AS PROVIDED HEREIN,
WITHOUT FURTHER ACTION BY ANY PARTY HERETO, EACH LENDER SHALL BE DEEMED TO HAVE
IRREVOCABLY AND UNCONDITIONALLY PURCHASED AND RECEIVED FROM AGENT, WITHOUT
RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION TO THE EXTENT OF
SUCH LENDER'S PRO RATA SHARE IN SUCH LOAN.
TO THE EXTENT THAT THERE IS NO
SETTLEMENT IN ACCORDANCE WITH THE TERMS HEREOF, AGENT MAY AT ANY TIME REQUIRE
THE LENDERS TO FUND THEIR PARTICIPATIONS.
FROM AND AFTER THE DATE, IF ANY, ON
WHICH ANY LENDER HAS FUNDED ITS PARTICIPATION IN ANY SUCH LOAN, AGENT SHALL
PROMPTLY DISTRIBUTE TO SUCH LENDER, SUCH LENDER'S PRO RATA SHARE OF ALL PAYMENTS
OF PRINCIPAL AND INTEREST RECEIVED BY AGENT IN RESPECT OF SUCH LOAN.
(E)
IF AGENT IS NOT FUNDING A PARTICULAR LOAN TO A BORROWER
(OR ADMINISTRATIVE BORROWER FOR THE BENEFIT OF SUCH BORROWER) PURSUANT TO
SECTIONS 6.12(A) AND 6.12(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 6.12(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 SUCH PAYMENT WAS DUE UNTIL THE DATE SUCH AMOUNT IS
PAID TO AGENT AT THE FEDERAL FUNDS RATE FOR
64
EACH DAY DURING SUCH PERIOD (AS PUBLISHED BY THE FEDERAL RESERVE BANK OF NEW
YORK OR AT AGENT'S OPTION BASED ON THE ARITHMETIC MEAN DETERMINED BY AGENT OF
THE RATES FOR THE LAST TRANSACTION IN OVERNIGHT FEDERAL FUNDS ARRANGED PRIOR TO
9:00 A.M. (NEW YORK CITY TIME) ON THAT DAY BY EACH OF THE THREE LEADING BROKERS
OF FEDERAL FUNDS TRANSACTIONS IN NEW YORK CITY SELECTED BY AGENT) AND IF SUCH
AMOUNTS ARE NOT PAID WITHIN THREE (3) DAYS OF AGENT'S DEMAND, AT THE HIGHEST
INTEREST RATE PROVIDED FOR IN SECTION 3.1 HEREOF APPLICABLE TO PRIME RATE
LOANS.
DURING THE PERIOD IN WHICH SUCH LENDER HAS NOT PAID SUCH CORRESPONDING
AMOUNT TO AGENT,