NOTICE SHALL NOT RELEASE
SUCH LENDER OF ITS OBLIGATIONS HEREUNDER), THE ADMINISTRATIVE AGENT MAY ASSUME
THAT SUCH LENDER HAS MADE SUCH PORTION AVAILABLE TO THE ADMINISTRATIVE AGENT ON
THE PROPOSED BORROWING DATE IN ACCORDANCE WITH SECTIONS 2.3(B) OR 2.9 AND THE
ADMINISTRATIVE AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO
THE BORROWER ON SUCH DATE A CORRESPONDING AMOUNT.
IF SUCH AMOUNT IS MADE
AVAILABLE TO THE ADMINISTRATIVE AGENT ON A DATE AFTER SUCH BORROWING DATE, SUCH
LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT ON DEMAND AN AMOUNT, UNTIL PAID,
EQUAL TO THE PRODUCT OF (A) THE AMOUNT NOT MADE AVAILABLE BY SUCH LENDER IN
ACCORDANCE WITH THE TERMS HEREOF, TIMES (B) THE DAILY AVERAGE FEDERAL FUNDS RATE
DURING SUCH PERIOD AS DETERMINED BY THE ADMINISTRATIVE AGENT, TIMES (C) A
FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS THAT ELAPSE FROM AND
INCLUDING SUCH BORROWING DATE TO THE DATE ON WHICH SUCH AMOUNT NOT MADE
AVAILABLE BY SUCH LENDER IN ACCORDANCE WITH THE TERMS HEREOF SHALL HAVE BECOME
IMMEDIATELY AVAILABLE TO THE ADMINISTRATIVE AGENT, AND THE DENOMINATOR OF WHICH
IS 360.
A CERTIFICATE OF THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY AMOUNTS
OWING UNDER THIS SECTION SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
IF SUCH
LENDER'S PORTION OF SUCH BORROWING IS NOT MADE AVAILABLE TO THE ADMINISTRATIVE
AGENT BY SUCH LENDER WITHIN THREE (3) BUSINESS DAYS AFTER SUCH BORROWING DATE,
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER SUCH AMOUNT MADE AVAILABLE
BY THE ADMINISTRATIVE AGENT WITH INTEREST THEREON AT THE RATE PER ANNUM
APPLICABLE TO CD RATE LOANS HEREUNDER, ON DEMAND, FROM THE BORROWERS.
THE
FAILURE OF ANY LENDER TO MAKE AVAILABLE ITS PORTION OF ANY LOAN REQUESTED BY THE
BORROWERS SHALL NOT RELIEVE IT OR ANY OTHER LENDER OF ITS OBLIGATION, IF ANY,
HEREUNDER TO MAKE ITS PORTION OF SUCH LOAN AVAILABLE ON THE BORROWING DATE, BUT
NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE ITS
PORTION OF SUCH LOAN AVAILABLE ON THE BORROWING DATE.
29
SECTION 4.8
CHANGED CIRCUMSTANCES.
(A)
CIRCUMSTANCES AFFECTING LIBOR RATE
AVAILABILITY.
IF WITH RESPECT TO ANY INTEREST PERIOD OR WITH RESPECT TO THE
LIBOR MARKET INDEX RATE, THE ADMINISTRATIVE AGENT OR ANY LENDER (AFTER
CONSULTATION WITH THE ADMINISTRATIVE AGENT) SHALL DETERMINE THAT, BY REASON OF
CIRCUMSTANCES AFFECTING THE FOREIGN EXCHANGE AND INTERBANK MARKETS GENERALLY,
DEPOSITS IN EURODOLLARS, IN THE APPLICABLE AMOUNTS ARE NOT BEING QUOTED VIA THE
REUTERS SCREEN LIBOR01 OR OFFERED TO THE ADMINISTRATIVE AGENT OR SUCH LENDER FOR
SUCH INTEREST PERIOD OR FOR THE LIBOR MARKET INDEX RATE, THEN THE ADMINISTRATIVE
AGENT SHALL FORTHWITH GIVE NOTICE THEREOF TO THE BORROWERS.
THEREAFTER, UNTIL
THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWERS THAT SUCH CIRCUMSTANCES NO
LONGER EXIST, THE OBLIGATION OF THE LENDERS TO MAKE LIBOR RATE LOANS OR
SWINGLINE LOANS AT THE LIBOR MARKET INDEX RATE AND THE RIGHT OF THE BORROWERS TO
CONVERT ANY LOAN TO, OR CONTINUE ANY LOAN AS, A LIBOR RATE LOAN SHALL BE
SUSPENDED, AND THE BORROWERS SHALL REPAY IN