(B)
EACH PAYMENT (INCLUDING EACH PREPAYMENT) BY A BORROWER ON ACCOUNT OF
PRINCIPAL OF AND INTEREST ON THE LOANS SHALL BE MADE PRO RATA ACCORDING TO THE
RESPECTIVE OUTSTANDING PRINCIPAL AMOUNTS OF THE LOANS THEN HELD BY THE LENDERS.
(C)
ALL PAYMENTS (INCLUDING PREPAYMENTS) TO BE MADE BY A BORROWER HEREUNDER,
WHETHER ON ACCOUNT OF PRINCIPAL, INTEREST, FEES OR OTHERWISE, SHALL BE MADE
WITHOUT SETOFF OR COUNTERCLAIM AND SHALL BE MADE PRIOR TO 12:00 NOON, LOCAL
TIME, ON THE DUE DATE THEREOF TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE LENDERS, AT THE FUNDING OFFICE, IN DOLLARS, WITH RESPECT TO DOLLAR LOANS AND
ANY FEES OR OTHER PAYMENTS (OTHER THAN PRINCIPAL AND INTEREST) WITH RESPECT TO
MULTICURRENCY LOANS, OR THE RELEVANT FOREIGN CURRENCY, WITH RESPECT TO THE
PRINCIPAL AND INTEREST ON MULTICURRENCY LOANS, IN EACH CASE IN IMMEDIATELY
AVAILABLE FUNDS.
THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENTS TO THE
LENDERS PROMPTLY UPON RECEIPT IN LIKE FUNDS AS RECEIVED.
IF ANY PAYMENT
HEREUNDER (OTHER THAN PAYMENTS ON THE EUROCURRENCY LOANS) BECOMES DUE AND
PAYABLE ON A DAY OTHER THAN A BUSINESS DAY, SUCH PAYMENT SHALL BE EXTENDED TO
THE NEXT SUCCEEDING BUSINESS DAY.
IF ANY PAYMENT ON A EUROCURRENCY LOAN BECOMES
DUE AND PAYABLE ON A DAY OTHER THAN A BUSINESS DAY, THE MATURITY THEREOF SHALL
BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY UNLESS THE RESULT OF SUCH
EXTENSION WOULD BE TO EXTEND SUCH PAYMENT INTO ANOTHER CALENDAR MONTH, IN WHICH
EVENT SUCH PAYMENT SHALL BE MADE ON THE IMMEDIATELY PRECEDING BUSINESS DAY.
IN
THE CASE OF ANY EXTENSION OF ANY PAYMENT OF PRINCIPAL PURSUANT TO THE PRECEDING
TWO SENTENCES, INTEREST THEREON SHALL BE PAYABLE AT THE THEN APPLICABLE RATE
DURING SUCH EXTENSION.
(D)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED IN WRITING BY ANY
LENDER PRIOR TO A BORROWING THAT SUCH LENDER WILL NOT MAKE THE AMOUNT THAT WOULD
CONSTITUTE ITS SHARE OF SUCH BORROWING AVAILABLE TO THE ADMINISTRATIVE AGENT,
THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LENDER IS MAKING SUCH AMOUNT
AVAILABLE TO THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT MAY, IN
RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE RELEVANT BORROWER A
CORRESPONDING AMOUNT.
IF SUCH AMOUNT IS NOT MADE AVAILABLE TO THE
ADMINISTRATIVE AGENT BY THE REQUIRED TIME ON THE BORROWING DATE THEREFOR, SUCH
LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT, ON DEMAND, SUCH AMOUNT WITH
INTEREST THEREON, AT A RATE (I) WITH RESPECT TO ALL LOANS OTHER THAN
MULTICURRENCY LOANS, EQUAL TO THE GREATER OF (X) THE FEDERAL FUNDS EFFECTIVE
RATE AND (Y) A RATE DETERMINED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
BANKING INDUSTRY RULES ON INTERBANK COMPENSATION AND (II) WITH RESPECT TO
MULTICURRENCY LOANS, THE INTEREST RATE REASONABLY DETERMINED BY THE
ADMINISTRATIVE AGENT TO REFLECT THE COST OF FUNDS FOR THE AMOUNT PAID BY THE
ADMINISTRATIVE AGENT ON BEHALF OF THE RELEVANT BORROWER, EACH 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