WITH INTEREST THEREON AT THE
FEDERAL FUNDS RATE FOR EACH DAY FROM THE DATE SUCH AMOUNT WAS REQUIRED TO BE
DISBURSED BY THE ADMINISTRATIVE AGENT UNTIL THE DATE REPAID TO SUCH LENDER. THE
ADMINISTRATIVE AGENT WILL DISTRIBUTE TO THE ISSUING LENDER LIKE AMOUNTS RELATING
TO PAYMENTS MADE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE ISSUING
LENDER IN THE SAME MANNER, AND SUBJECT TO THE SAME TERMS AND CONDITIONS, AS SET
FORTH HEREINABOVE WITH RESPECT TO DISTRIBUTIONS OF AMOUNTS TO THE LENDERS.
54
(C)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED WRITTEN NOTICE
FROM THE APPLICABLE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO
ANY LENDER HEREUNDER THAT SUCH PAYMENT WILL NOT BE MADE IN FULL, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH BORROWER HAS MADE SUCH PAYMENT IN FULL
TO THE ADMINISTRATIVE AGENT ON SUCH DATE, AND THE ADMINISTRATIVE AGENT MAY, IN
RELIANCE ON SUCH ASSUMPTION, BUT SHALL NOT BE OBLIGATED TO, CAUSE TO BE
DISTRIBUTED TO SUCH LENDER ON SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN
DUE TO SUCH LENDER. IF AND TO THE EXTENT SUCH BORROWER SHALL NOT HAVE SO MADE
SUCH PAYMENT IN FULL TO THE ADMINISTRATIVE AGENT, AND WITHOUT LIMITING THE
OBLIGATION OF SUCH BORROWER TO MAKE SUCH PAYMENT IN ACCORDANCE WITH THE TERMS
HEREOF, SUCH LENDER SHALL REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND
SUCH AMOUNT SO DISTRIBUTED TO SUCH LENDER, TOGETHER WITH INTEREST THEREON FOR
EACH DAY FROM THE DATE SUCH AMOUNT IS SO DISTRIBUTED TO SUCH LENDER UNTIL THE
DATE REPAID TO THE ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS RATE.
(D)
ALL COMPUTATIONS OF INTEREST AND FEES HEREUNDER (INCLUDING
COMPUTATIONS OF THE RESERVE REQUIREMENT) SHALL BE MADE ON THE BASIS OF A YEAR
CONSISTING OF (I) IN THE CASE OF INTEREST ON BASE RATE LOANS, 365/366 DAYS, AS
THE CASE MAY BE, (II) IN THE CASE OF INTEREST ON FOREIGN CURRENCY REVOLVING
LOANS DENOMINATED IN POUNDS STERLING, 365 DAYS, OR (III) IN ALL OTHER INSTANCES,
360 DAYS; AND IN EACH CASE UNDER (I), (II) AND (III) ABOVE, WITH REGARD TO THE
ACTUAL NUMBER OF DAYS (INCLUDING THE FIRST DAY, BUT EXCLUDING THE LAST DAY)
ELAPSED.
(E)
EACH PAYMENT ON ACCOUNT OF AN AMOUNT DUE FROM A BORROWER UNDER
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL BE MADE IN THE APPLICABLE
CURRENCY IN WHICH SUCH AMOUNT IS DENOMINATED AND IN SUCH FUNDS AS ARE CUSTOMARY
AT THE PLACE AND TIME OF PAYMENT FOR THE SETTLEMENT OF INTERNATIONAL PAYMENTS IN
SUCH CURRENCY. WITHOUT LIMITATION OF THE FOREGOING, ACCRUED INTEREST ON ANY
FOREIGN CURRENCY REVOLVING LOANS SHALL BE PAYABLE IN THE SAME FOREIGN CURRENCY
AS SUCH LOAN.
2.13
RECOVERY OF PAYMENTS.
(A)
EACH BORROWER AGREES THAT TO THE EXTENT SUCH BORROWER MAKES A
PAYMENT OR PAYMENTS TO OR FOR THE ACCOUNT OF THE ADMINISTRATIVE AGENT, THE
SWINGLINE LENDER, ANY LENDER OR THE ISSUING LENDER, WHICH PAYMENT OR PAYMENTS OR
ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR
PREFERENTIAL, SET ASIDE OR