PRO RATA SHARE OF THE AMOUNT OF ANY DEFICIENCY AND SUCH AMOUNT SHALL
CONSTITUTE A REVOLVING CREDIT LOAN (WHETHER OR NOT, AFTER GIVING EFFECT TO SUCH
REVOLVING CREDIT LOAN, THE AGGREGATE OUTSTANDING AMOUNT OF THE REVOLVING CREDIT
LOANS SHALL EXCEED THE REVOLVER BORROWING BASE).
ANYTHING CONTAINED IN THIS
AGREEMENT OR OTHERWISE TO THE CONTRARY NOTWITHSTANDING, EACH LENDER'S OBLIGATION
TO MAKE ITS REVOLVING CREDIT COMMITMENT PERCENTAGE OF EACH BORROWING AVAILABLE
TO THE ADMINISTRATIVE AGENT AS PROVIDED IN THIS PARAGRAPH SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCES, INCLUDING, WITHOUT
LIMITATION, (A) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT
WHICH SUCH LENDER MAY NOW OR HEREAFTER HAVE AGAINST THE ADMINISTRATIVE AGENT,
THE BORROWERS, ANY OTHER LOAN PARTY OR ANY OTHER PERSON FOR ANY REASON
WHATSOEVER, (B) THE OCCURRENCE OR CONTINUATION OF A DEFAULT OR AN EVENT OF
DEFAULT, (C) ANY MATERIAL ADVERSE CHANGE IN THE CONDITION OF THE BORROWERS OR
ANY OTHER LOAN PARTY, (D) ANY BREACH OR DEFAULT OF THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS BY ANY PERSON, OR (E) ANY OTHER CIRCUMSTANCE, HAPPENING OR
EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
IF SUCH
AMOUNT IS
31
NOT MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY THE REQUIRED TIME ON THE
RELATED SETTLEMENT DATE, SUCH LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT, ON
DEMAND, SUCH AMOUNT WITH INTEREST THEREON AT A RATE EQUAL TO THE DAILY AVERAGE
FEDERAL FUNDS EFFECTIVE RATE FOR THE PERIOD UNTIL SUCH LENDER MAKES SUCH AMOUNT
IMMEDIATELY AVAILABLE TO THE ADMINISTRATIVE AGENT.
A CERTIFICATE OF THE
ADMINISTRATIVE AGENT SUBMITTED TO ANY LENDER WITH RESPECT TO ANY AMOUNTS OWING
UNDER THIS SECTION SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
IF
SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE OF SUCH BORROWING IS NOT
MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY SUCH LENDER WITHIN THREE BUSINESS
DAYS OF SUCH SETTLEMENT DATE, THE ADMINISTRATIVE AGENT SHALL ALSO BE ENTITLED TO
RECOVER SUCH AMOUNT WITH INTEREST THEREON AT THE RATE PER ANNUM APPLICABLE TO
ALTERNATE BASE RATE LOANS HEREUNDER, ON DEMAND, FROM THE BORROWERS.
EACH BORROWING BY THE BORROWERS FROM THE LENDERS HEREUNDER, EACH SETTLEMENT WITH
THE LENDERS OF AN AGENT'S ADVANCE, EACH PAYMENT BY THE BORROWERS ON ACCOUNT OF
ANY COMMITMENT FEE HEREUNDER AND ANY REDUCTION OF THE REVOLVING CREDIT
COMMITMENTS OF THE LENDERS SHALL BE MADE PRO RATA ACCORDING TO THE RESPECTIVE
REVOLVING CREDIT COMMITMENT PERCENTAGES OF THE LENDERS. ON EACH SETTLEMENT DATE,
EACH PAYMENT (INCLUDING EACH PREPAYMENT) BY THE BORROWERS ON ACCOUNT OF
PRINCIPAL AND INTEREST ON THE REVOLVING CREDIT LOANS SHALL BE APPLIED PRO RATA
ACCORDING TO THE RESPECTIVE OUTSTANDING PRINCIPAL AMOUNTS OF THE REVOLVING
CREDIT LOANS THEN HELD BY THE LENDERS. ALL PAYMENTS (INCLUDING PREPAYMENTS) TO
BE MADE BY THE BORROWERS HEREUNDER, WHETHER ON ACCOUNT OF PRINCIPAL, INTEREST,
FEES OR OTHERWISE, SHALL BE MADE WITHOUT SET-OFF OR COUNTERCLAIM AND SHALL BE
MADE PRIOR TO 12:00 NOON, NEW YORK CITY TIME, ON THE DUE DATE THEREOF TO THE
ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF