SHARE AS PROVIDED HEREIN) OF SUCH
PAYMENT IN LIKE FUNDS AS RECEIVED BY WIRE TRANSFER TO SUCH LENDER'S LENDING
OFFICE.
ALL PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT AFTER 3:00 P.M. SHALL
BE DEEMED RECEIVED ON THE NEXT SUCCEEDING BUSINESS DAY AND ANY APPLICABLE
INTEREST OR FEE SHALL CONTINUE TO ACCRUE.
IF ANY PAYMENT TO BE MADE BY THE
PARENT AND THE BORROWER SHALL COME DUE ON A DAY OTHER THAN A BUSINESS DAY,
PAYMENT SHALL BE MADE ON THE NEXT FOLLOWING BUSINESS DAY, AND SUCH EXTENSION OF
TIME SHALL BE REFLECTED IN COMPUTING INTEREST OR FEES, AS THE CASE MAY BE.
(B)
(I)
FUNDING BY LENDERS; PRESUMPTION BY
ADMINISTRATIVE AGENT.
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE FROM A LENDER PRIOR TO THE PROPOSED (A) TIME, WITH RESPECT TO BASE RATE
LOANS MADE ON A SAME DAY BASIS AND (B) DATE, WITH RESPECT TO ALL OTHER LOANS, OF
ANY BORROWING THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE
AGENT SUCH LENDER'S SHARE OF SUCH BORROWING, THE ADMINISTRATIVE AGENT MAY ASSUME
THAT SUCH LENDER HAS MADE SUCH SHARE AVAILABLE ON SUCH DATE IN ACCORDANCE WITH
SECTION 2.02 AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE
BORROWER A CORRESPONDING
44
AMOUNT.
IN SUCH EVENT, IF A LENDER HAS NOT IN FACT MADE ITS SHARE OF THE
APPLICABLE BORROWING AVAILABLE TO THE ADMINISTRATIVE AGENT, THEN THE APPLICABLE
LENDER AGREES TO PAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH
CORRESPONDING AMOUNT IN IMMEDIATELY AVAILABLE FUNDS WITH INTEREST THEREON, FOR
EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS MADE AVAILABLE TO THE
BORROWER TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT
THE GREATER OF THE FEDERAL FUNDS RATE AND A RATE DETERMINED BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK
COMPENSATION.
IF THE LENDER DOES NOT PAY THE ADMINISTRATIVE AGENT SUCH AMOUNT,
THE BORROWER AGREES TO PAY THE ADMINISTRATIVE AGENT ANY SUCH AMOUNT MADE
AVAILABLE TO THE BORROWER WITHIN FIVE BUSINESS DAYS OF NOTICE THEREOF WITH
INTEREST AT A RATE EQUAL TO THE INTEREST RATE APPLICABLE TO BASE RATE LOANS.
IF
THE BORROWER AND SUCH LENDER SHALL PAY SUCH INTEREST TO THE ADMINISTRATIVE AGENT
FOR THE SAME OR AN OVERLAPPING PERIOD, THE ADMINISTRATIVE AGENT SHALL PROMPTLY
REMIT TO THE BORROWER THE AMOUNT OF SUCH INTEREST PAID BY THE BORROWER FOR SUCH
PERIOD.
IF SUCH LENDER PAYS ITS SHARE OF THE APPLICABLE BORROWING TO THE
ADMINISTRATIVE AGENT, THEN THE AMOUNT SO PAID SHALL CONSTITUTE SUCH LENDER'S
LOAN INCLUDED IN SUCH BORROWING.
ANY PAYMENT BY THE BORROWER SHALL BE WITHOUT
PREJUDICE TO ANY CLAIM THE BORROWER MAY HAVE AGAINST A LENDER THAT SHALL HAVE
FAILED TO MAKE SUCH PAYMENT TO THE ADMINISTRATIVE AGENT.
(II)
PAYMENTS BY BORROWER; PRESUMPTIONS BY
ADMINISTRATIVE AGENT.
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE FROM THE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS OR THE L/C ISSUER HEREUNDER
THAT THE