SETTLEMENT AMONG THE
LENDERS AS TO BASE RATE LOANS MAY OCCUR PERIODICALLY ON SETTLEMENT DATES
DETERMINED FROM TIME TO TIME BY THE ADMINISTRATIVE AGENT, WHICH MAY OCCUR BEFORE
OR AFTER THE OCCURRENCE OR DURING THE CONTINUANCE OF A DEFAULT OR EVENT OF
DEFAULT AND WHETHER OR NOT ALL OF THE CONDITIONS SET FORTH IN SECTION 6.2 HAVE
BEEN MET.
ON EACH SETTLEMENT DATE PAYMENTS SHALL BE MADE BY OR TO BANK OF
AMERICA AND THE OTHER LENDERS IN THE MANNER PROVIDED IN THIS SECTION 4.8 IN
ACCORDANCE WITH THE SETTLEMENT REPORT DELIVERED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE PROVISIONS OF THIS SECTION 4.8 IN RESPECT OF SUCH SETTLEMENT
DATE SO THAT AS OF EACH SETTLEMENT DATE, AND AFTER GIVING EFFECT TO THE
47
TRANSACTIONS TO TAKE PLACE ON SUCH SETTLEMENT DATE, EACH LENDER'S NET
OUTSTANDINGS SHALL EQUAL SUCH LENDER'S RATABLE SHARE OF THE REVOLVING CREDIT
LOANS.
(I)
SELECTION OF SETTLEMENT DATES.
IF THE ADMINISTRATIVE AGENT
ELECTS, IN ITS DISCRETION, BUT SUBJECT TO THE CONSENT OF BANK OF AMERICA, TO
SETTLE ACCOUNTS AMONG THE LENDERS WITH RESPECT TO PRINCIPAL AMOUNTS OF BASE RATE
LOANS LESS FREQUENTLY THAN EACH BUSINESS DAY, THEN THE ADMINISTRATIVE AGENT
SHALL DESIGNATE PERIODIC SETTLEMENT DATES WHICH MAY OCCUR ON ANY BUSINESS DAY
AFTER THE EFFECTIVE DATE; PROVIDED, HOWEVER, THAT (A) THE ADMINISTRATIVE AGENT
SHALL DESIGNATE AS A SETTLEMENT DATE ANY BUSINESS DAY WHICH IS AN INTEREST
PAYMENT DATE AND (B) A SETTLEMENT DATE SHALL OCCUR NOT LESS OFTEN THAN EVERY
FIVE BUSINESS DAYS.
THE ADMINISTRATIVE AGENT SHALL DESIGNATE A SETTLEMENT DATE
BY DELIVERING TO EACH LENDER A SETTLEMENT REPORT NOT LATER THAN 12:00 NOON ON
THE PROPOSED SETTLEMENT DATE, WHICH SETTLEMENT REPORT WILL BE IN THE FORM OF
EXHIBIT E HERETO AND SHALL BE WITH RESPECT TO THE PERIOD BEGINNING ON THE NEXT
PRECEDING SETTLEMENT DATE AND ENDING ON SUCH DESIGNATED SETTLEMENT DATE.
(II)
NON-RATABLE LOANS AND PAYMENTS.
BETWEEN SETTLEMENT DATES, THE
ADMINISTRATIVE AGENT SHALL REQUEST AND BANK OF AMERICA MAY (BUT SHALL NOT BE
OBLIGATED TO) ADVANCE TO THE BORROWER OUT OF BANK OF AMERICA'S OWN FUNDS, THE
ENTIRE PRINCIPAL AMOUNT OF ANY BASE RATE LOAN REQUESTED OR DEEMED REQUESTED
PURSUANT TO SECTION 2.2(A) (ANY SUCH BASE RATE LOAN BEING REFERRED TO AS A
NON-RATABLE LOAN).
THE MAKING OF EACH NON-RATABLE LOAN BY BANK OF AMERICA SHALL
BE DEEMED TO BE A PURCHASE BY BANK OF AMERICA OF A 100% PARTICIPATION IN EACH
OTHER LENDER'S PROPORTIONATE SHARE OF SUCH NON-RATABLE LOAN.
ALL PAYMENTS OF
PRINCIPAL, INTEREST AND ANY OTHER AMOUNT WITH RESPECT TO SUCH NON-RATABLE LOAN
SHALL BE PAYABLE TO AND RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
BANK OF AMERICA.
UPON DEMAND BY BANK OF AMERICA, WITH NOTICE THEREOF TO THE
ADMINISTRATIVE AGENT, EACH OTHER LENDER SHALL PAY TO BANK OF AMERICA, AS THE
REPURCHASE OF SUCH PARTICIPATION, AN AMOUNT EQUAL TO 100% OF SUCH LENDER'S
PROPORTIONATE SHARE OF THE PRINCIPAL AMOUNT OF SUCH NON-RATABLE LOAN.
ANY
PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT BETWEEN SETTLEMENT DATES WHICH IN
ACCORDANCE WITH THE