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 THE AMOUNT DUE.
IN
SUCH EVENT, IF THE BORROWERS HAVE NOT IN FACT MADE SUCH PAYMENT, THEN EACH OF
THE LENDERS SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON
DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH LENDER, 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 EFFECTIVE 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 subsections (a) and (b) of this Section 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 EXTENSION OF
CREDIT SET FORTH IN ARTICLE IV ARE NOT SATISFIED OR WAIVED IN ACCORDANCE WITH
THE TERMS THEREOF, THE ADMINISTRATIVE AGENT SHALL RETURN SUCH FUNDS (IN LIKE
FUNDS AS RECEIVED FROM SUCH LENDER) TO SUCH LENDER, WITHOUT INTEREST.
(D)
OBLIGATIONS OF LENDERS SEVERAL.
THE
OBLIGATIONS OF THE LENDERS HEREUNDER TO MAKE TERM LOANS AND REVOLVING LOANS, AND
TO MAKE PAYMENTS PURSUANT TO SECTION 10.5(C) ARE SEVERAL AND NOT JOINT.
THE
FAILURE OF ANY LENDER TO MAKE ANY LOAN, TO FUND ANY SUCH PARTICIPATION OR TO
MAKE ANY SUCH PAYMENT UNDER SECTIONS 8.6 AND 10.5(C) ON ANY DATE REQUIRED
HEREUNDER SHALL NOT RELIEVE ANY OTHER LENDER OF ITS CORRESPONDING OBLIGATION TO
DO SO ON SUCH DATE, AND NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY
OTHER LENDER TO SO MAKE ITS LOAN, TO PURCHASE ITS PARTICIPATION OR TO MAKE ITS
PAYMENT UNDER SECTIONS 8.6 AND 10.5(C).
(E)
FUNDING SOURCE.
NOTHING HEREIN SHALL BE
DEEMED TO OBLIGATE ANY LENDER TO OBTAIN THE FUNDS FOR ANY LOAN IN ANY PARTICULAR
PLACE OR MANNER OR TO CONSTITUTE A REPRESENTATION BY ANY LENDER THAT IT HAS
OBTAINED OR WILL OBTAIN THE FUNDS FOR ANY LOAN IN ANY PARTICULAR PLACE OR
MANNER.
SECTION 2.12
INABILITY TO DETERMINE INTEREST RATE.
Notwithstanding any other provision of this Agreement, if (a) the Administrative
Agent shall reasonably determine (which determination shall be conclusive and
binding absent manifest error) that, by reason of circumstances affecting the
relevant market, reasonable and adequate means do not exist for ascertaining the
LIBOR Rate for such Interest Period, or (b) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest error) that the