AVAILABLE TO THE 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 EQUAL TO THE GREATER OF (I) THE
42
FEDERAL FUNDS EFFECTIVE RATE AND (II) A RATE DETERMINED BY THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION 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 PARAGRAPH SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
IF SUCH LENDER'S SHARE OF SUCH
BORROWING IS NOT MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY SUCH LENDER
WITHIN THREE BUSINESS DAYS OF SUCH BORROWING DATE, THE ADMINISTRATIVE AGENT
SHALL ALSO BE ENTITLED TO RECOVER SUCH AMOUNT WITH INTEREST THEREON AT THE RATE
PER ANNUM APPLICABLE TO BASE RATE LOANS UNDER THE RELEVANT FACILITY, ON DEMAND,
FROM THE BORROWER.
(G)
IF AT ANY TIME THE BORROWER SHALL BE REQUIRED TO MAKE ANY PAYMENT
UNDER ANY LOAN DOCUMENT TO OR FOR THE ACCOUNT OF A DEFAULTING LENDER, THEN THE
BORROWER, SO LONG AS IT IS THEN PERMITTED TO BORROW REVOLVING LOANS HEREUNDER,
MAY SET OFF AND OTHERWISE APPLY ITS OBLIGATION TO MAKE SUCH PAYMENT AGAINST THE
OBLIGATION OF SUCH DEFAULTING LENDER TO MAKE SUCH DEFAULTED REVOLVING LOAN.
IN
SUCH EVENT, THE AMOUNT SO SET OFF AND OTHERWISE APPLIED SHALL BE DEEMED TO
CONSTITUTE A REVOLVING LOAN, TERM LOAN, OR INCREMENTAL TERM LOAN BY SUCH
DEFAULTING LENDER MADE ON THE DATE OF SUCH SET-OFF AND INCLUDED WITHIN ANY
BORROWING OF REVOLVING LOANS, TERM LOANS, AND INCREMENTAL TERM LOANS, AS
APPLICABLE, AS THE ADMINISTRATIVE AGENT MAY REASONABLY DETERMINE.
(H)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED IN
WRITING BY THE BORROWER PRIOR TO THE DATE OF ANY PAYMENT DUE TO BE MADE BY THE
BORROWER HEREUNDER THAT THE BORROWER WILL NOT MAKE SUCH PAYMENT TO THE
ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER IS
MAKING SUCH PAYMENT, AND THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE REQUIRED
TO, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE LENDERS THEIR
RESPECTIVE PRO RATA SHARES OF A CORRESPONDING AMOUNT.
IF SUCH PAYMENT IS NOT
MADE TO THE ADMINISTRATIVE AGENT BY THE BORROWER WITHIN THREE BUSINESS DAYS
AFTER SUCH DUE DATE, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER, ON
DEMAND, FROM EACH LENDER TO WHICH ANY AMOUNT WHICH WAS MADE AVAILABLE PURSUANT
TO THE PRECEDING SENTENCE, SUCH AMOUNT WITH INTEREST THEREON AT THE RATE PER
ANNUM EQUAL TO THE DAILY AVERAGE FEDERAL FUNDS EFFECTIVE RATE.
NOTHING HEREIN
SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY LENDER
AGAINST THE BORROWER.
(I)
IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PRIORITY PROVISIONS
OF THIS SECTION 4.8 AND ANY OTHER PROVISION CONTAINED IN ANY OTHER LOAN
DOCUMENT, IT IS