THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION, PLUS ANY
ADMINISTRATIVE, PROCESSING OR SIMILAR FEES CUSTOMARILY CHARGED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE
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FOREGOING, AND (B) IN THE CASE OF A PAYMENT TO BE MADE BY THE BORROWERS, THE
INTEREST RATE APPLICABLE TO BASE RATE LOANS.
IF THE BORROWERS 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
BORROWERS THE AMOUNT OF SUCH INTEREST PAID BY THE BORROWERS FOR SUCH PERIOD.
IF
SUCH LENDER PAYS ITS SHARE OF THE APPLICABLE REVOLVING LOAN TO THE
ADMINISTRATIVE AGENT, THEN THE AMOUNT SO PAID SHALL CONSTITUTE SUCH LENDER'S
REVOLVING LOAN INCLUDED IN SUCH BORROWING.
ANY PAYMENT BY THE BORROWERS SHALL
BE WITHOUT PREJUDICE TO ANY CLAIM THE BORROWERS MAY HAVE AGAINST A LENDER THAT
SHALL HAVE FAILED TO MAKE SUCH PAYMENT TO THE ADMINISTRATIVE AGENT.
(II)
PAYMENTS BY BORROWERS; PRESUMPTIONS BY
ADMINISTRATIVE AGENT.
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE FROM THE BORROWERS PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS HEREUNDER THAT THE BORROWERS
WILL NOT MAKE SUCH PAYMENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE
BORROWERS HAVE MADE SUCH PAYMENT ON SUCH DATE IN ACCORDANCE HEREWITH AND MAY, IN
RELIANCE UPON SUCH ASSUMPTION, DISTRIBUTE TO THE LENDERS, AS THE CASE MAY BE,
THE AMOUNT DUE.
IN SUCH EVENT, IF THE BORROWERS HAVE NOT IN FACT MADE SUCH
PAYMENT, THEN EACH OF THE LENDERS, AS THE CASE MAY BE, SEVERALLY AGREES TO REPAY
TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND THE AMOUNT SO DISTRIBUTED TO
SUCH LENDER, IN IMMEDIATELY AVAILABLE FUNDS WITH INTEREST THEREON, FOR EACH DAY
FROM AND INCLUDING THE DATE SUCH AMOUNT IS DISTRIBUTED TO IT 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.
A notice of the Administrative Agent to any Lender or the Borrowers with respect
to any amount owing under this subsection (b) shall be conclusive, absent
manifest error.
(C)
FAILURE TO SATISFY CONDITIONS PRECEDENT.
IF ANY LENDER MAKES AVAILABLE TO THE ADMINISTRATIVE AGENT FUNDS FOR ANY LOAN TO
BE MADE BY SUCH LENDER AS PROVIDED IN THE FOREGOING PROVISIONS OF THIS
ARTICLE II, AND SUCH FUNDS ARE NOT MADE AVAILABLE TO THE BORROWERS BY THE
ADMINISTRATIVE AGENT BECAUSE THE CONDITIONS TO THE APPLICABLE BORROWING SET
FORTH IN ARTICLE IV ARE NOT SATISFIED OR WAIVED IN ACCORDANCE WITH THE TERMS
HEREOF, THE ADMINISTRATIVE AGENT SHALL PROMPTLY RETURN SUCH FUNDS (IN LIKE FUNDS
AS RECEIVED FROM SUCH LENDER) TO SUCH LENDER, WITHOUT INTEREST.
(D)
OBLIGATIONS OF LENDERS SEVERAL.
ALL
OBLIGATIONS OF THE LENDERS PURSUANT TO THIS AGREEMENT (INCLUDING OBLIGATIONS TO
MAKE REVOLVING LOANS, TO FUND PARTICIPATIONS IN SWINGLINE LOANS AND TO MAKE
PAYMENTS PURSUANT TO SECTION 10.04(C)) ARE SEVERAL AND NOT JOINT.