TO DISTRIBUTE ANY PORTION THEREOF TO ANY LENDER.
IN
ADDITION, EACH LENDER WILL REPAY TO AGENT ON DEMAND ANY PORTION OF SUCH AMOUNT
THAT AGENT HAS DISTRIBUTED TO SUCH LENDER, TOGETHER WITH INTEREST AT SUCH RATE,
IF ANY, AS AGENT IS REQUIRED TO PAY TO A LOAN PARTY OR SUCH OTHER PERSON,
WITHOUT SETOFF, COUNTERCLAIM OR DEDUCTION OF ANY KIND.
(C)
NON-FUNDING LENDERS.
THE FAILURE OF ANY NON-FUNDING LENDER TO MAKE
ANY TERM LOAN OR ANY PAYMENT REQUIRED BY IT HEREUNDER SHALL NOT RELIEVE ANY
OTHER LENDER (EACH SUCH OTHER LENDER, AN "OTHER LENDER") OF ITS OBLIGATIONS TO
MAKE SUCH TERM LOAN, BUT NEITHER ANY OTHER LENDER NOR AGENT SHALL BE RESPONSIBLE
FOR THE FAILURE OF ANY NON-FUNDING LENDER TO MAKE A TERM LOAN OR MAKE ANY OTHER
PAYMENT REQUIRED HEREUNDER.
NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE
CONTRARY, A NON-FUNDING LENDER SHALL NOT HAVE ANY VOTING OR CONSENT RIGHTS UNDER
OR WITH RESPECT TO ANY DEBT DOCUMENT OR CONSTITUTE A "LENDER" (OR BE INCLUDED IN
THE CALCULATION OF "REQUISITE LENDER" HEREUNDER) FOR ANY VOTING OR CONSENT
RIGHTS UNDER OR WITH RESPECT TO ANY DEBT DOCUMENT.
AT BORROWER'S REQUEST, AGENT
OR A PERSON REASONABLY ACCEPTABLE TO AGENT SHALL HAVE THE RIGHT WITH AGENT'S
CONSENT AND IN AGENT'S SOLE DISCRETION (BUT SHALL HAVE NO OBLIGATION) TO
PURCHASE FROM ANY NON-FUNDING LENDER, AND EACH NON-FUNDING LENDER AGREES THAT IT
SHALL, AT AGENT'S REQUEST, SELL AND ASSIGN TO AGENT OR SUCH PERSON, ALL OF THE
COMMITMENTS AND ALL OF THE OUTSTANDING TERM LOANS OF THAT NON-FUNDING LENDER FOR
AN AMOUNT EQUAL TO THE PRINCIPAL BALANCE OF ALL TERM LOANS HELD BY SUCH
NON-FUNDING LENDER AND ALL ACCRUED INTEREST AND FEES WITH RESPECT THERETO
THROUGH THE DATE OF SALE, SUCH PURCHASE AND SALE TO BE CONSUMMATED PURSUANT TO
AN EXECUTED ASSIGNMENT AGREEMENT (AS DEFINED BELOW).
(D)
DISSEMINATION OF INFORMATION.
AGENT SHALL USE REASONABLE EFFORTS TO
PROVIDE LENDERS WITH ANY NOTICE OF DEFAULT OR EVENT OF DEFAULT RECEIVED BY AGENT
FROM, OR DELIVERED BY AGENT TO BORROWER, WITH NOTICE OF ANY EVENT OF DEFAULT OF
WHICH AGENT HAS ACTUALLY BECOME AWARE AND WITH NOTICE OF ANY ACTION TAKEN BY
AGENT FOLLOWING ANY EVENT OF DEFAULT; PROVIDED THAT AGENT SHALL NOT BE LIABLE TO
ANY LENDER FOR ANY FAILURE TO DO SO, EXCEPT TO THE EXTENT THAT SUCH FAILURE IS
ATTRIBUTABLE TO AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY
DETERMINED BY A COURT OF COMPETENT JURISDICTION.
LENDERS ACKNOWLEDGE THAT
BORROWER IS REQUIRED TO PROVIDE FINANCIAL STATEMENTS TO LENDERS IN ACCORDANCE
WITH SECTION 6.3 HERETO AND AGREE THAT AGENT SHALL HAVE NO DUTY TO PROVIDE THE
SAME TO LENDERS.
(E)
ACTIONS IN CONCERT.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, EACH LENDER HEREBY AGREES WITH EACH OTHER LENDER THAT NO LENDER
SHALL TAKE ANY ACTION TO PROTECT
30
OR ENFORCE ITS RIGHTS ARISING OUT OF THIS AGREEMENT, THE NOTES OR ANY OTHER DEBT
DOCUMENTS (INCLUDING EXERCISING ANY RIGHTS OF SETOFF) WITHOUT FIRST OBTAINING
THE PRIOR WRITTEN CONSENT OF AGENT AND REQUISITE LENDERS, IT BEING