MORE
THAN SUCH LENDER'S PRO RATA SHARE OF THE OUTSTANDING LOANS AS OF THE END OF THE
PREVIOUS SETTLEMENT PERIOD, THEN SUCH LENDER SHALL FORTHWITH (BUT IN NO EVENT
LATER THAN THE TIME SET FORTH IN THE PRECEDING SENTENCE) TRANSFER TO AGENT BY
WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS THE AMOUNT OF THE INCREASE.
ALTERNATIVELY, IF THE AMOUNT OF A LENDER'S PRO RATA SHARE OF THE OUTSTANDING
LOANS IN ANY SETTLEMENT PERIOD IS LESS THAN THE AMOUNT OF SUCH LENDER'S PRO RATA
SHARE OF THE OUTSTANDING LOANS FOR THE PREVIOUS SETTLEMENT PERIOD, AGENT SHALL
FORTHWITH TRANSFER TO SUCH LENDER BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE
FUNDS THE AMOUNT OF THE DECREASE.
THE OBLIGATION OF EACH OF THE LENDERS TO
TRANSFER SUCH FUNDS AND EFFECT SUCH SETTLEMENT SHALL BE IRREVOCABLE AND
UNCONDITIONAL AND WITHOUT RECOURSE TO OR WARRANTY BY AGENT.
AGENT AND EACH
LENDER AGREES TO MARK ITS BOOKS AND RECORDS AT THE END OF EACH SETTLEMENT PERIOD
TO SHOW AT ALL TIMES THE DOLLAR AMOUNT OF ITS PRO RATA SHARE OF THE OUTSTANDING
LOANS AND LETTER OF CREDIT ACCOMMODATIONS.
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
63
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, AGENT SHALL NOTIFY EACH LENDER PROMPTLY
AFTER AGENT'S RECEIPT OF THE REQUEST FOR THE LOANS FROM A BORROWER (OR
ADMINISTRATIVE BORROWER ON BEHALF OF SUCH BORROWER) OR ANY DEEMED REQUEST
HEREUNDER AND EACH LENDER SHALL PROVIDE ITS PRO RATA SHARE OF SUCH REQUESTED
LOAN TO THE ACCOUNT SPECIFIED BY AGENT IN IMMEDIATELY AVAILABLE FUNDS NOT LATER
THAN 2:00 P.M. ON THE REQUESTED FUNDING DATE IF SUCH NOTIFICATION IS RECEIVED BY
A LENDER BEFORE 12:00 P.M., AND IF RECEIVED BY A LENDER AFTER 12:00 P.M., THEN
SUCH LENDER SHALL PROVIDE ITS PRO RATE SHARE OF SUCH REQUESTED LOAN BY NOT LATER
THAN 2:00 P.M.