MAINTAINED WITH BANK OF AMERICA ON SUCH
DATE A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT THAT SUCH LENDER SHALL NOT
HAVE SO MADE ITS LOANS AVAILABLE TO THE ADMINISTRATIVE AGENT, SUCH LENDER,
SEVERALLY WITH THE BORROWERS, AND THE BORROWERS, JOINTLY AND SEVERALLY, AGREE TO
REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT
IN IMMEDIATELY AVAILABLE FUNDS WITH INTEREST THEREON, FOR EACH DAY FROM AND
INCLUDING THE DATE SUCH AMOUNT IS MADE AVAILABLE TO THE BORROWERS TO BUT
EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT (I) IN THE CASE OF
A PAYMENT TO BE MADE BY SUCH LENDER, THE GREATER OF THE FEDERAL FUNDS RATE AND A
RATE DETERMINED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY
RULES ON INTERBANK COMPENSATION AND (II) IN THE CASE OF A PAYMENT TO BE MADE BY
THE BORROWER, 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, COLLECTIVELY, THE AMOUNT OF SUCH INTEREST PAID BY THE BORROWERS FOR
SUCH PERIOD.
IF SUCH LENDER SHALL REPAY TO THE ADMINISTRATIVE AGENT SUCH
CORRESPONDING AMOUNT, SUCH AMOUNT SO REPAID SHALL CONSTITUTE SUCH LENDER'S LOAN
FOR PURPOSES OF THIS AGREEMENT.
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.
(C)
OBLIGATIONS OF LENDERS SEVERAL.
THE OBLIGATIONS OF THE LENDERS
HEREUNDER TO MAKE LOANS ARE SEVERAL AND NOT JOINT.
THE FAILURE OF ANY LENDER TO
MAKE A LOAN REQUIRED TO BE MADE BY IT HEREUNDER SHALL NOT RELIEVE ANY OTHER
LENDER OF ITS OBLIGATION, IF ANY, HEREUNDER TO MAKE ANY LOAN, BUT NO LENDER
SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE THE LOAN TO BE
MADE BY SUCH OTHER LENDER.
(D)
FAILED LOANS.
IF ANY LENDER SHALL FAIL TO MAKE A LOAN (A "FAILED
LOAN") WHICH SUCH LENDER IS OTHERWISE OBLIGATED HEREUNDER TO MAKE TO THE
BORROWERS ON THE CLOSING DATE, AND THE ADMINISTRATIVE AGENT SHALL NOT HAVE
RECEIVED NOTICE FROM THE BORROWERS OR SUCH LENDER THAT ANY CONDITION PRECEDENT
TO THE MAKING OF THE FAILED LOAN HAS NOT BEEN SATISFIED, THEN, UNTIL SUCH LENDER
SHALL
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HAVE MADE OR BE DEEMED TO HAVE MADE (PURSUANT TO THE LAST SENTENCE OF THIS
SUBSECTION (D)) THE FAILED LOAN IN FULL OR THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOTICE FROM THE BORROWERS OR SUCH LENDER THAT ANY CONDITION PRECEDENT
TO THE MAKING OF THE FAILED LOAN WAS NOT SATISFIED AT THE TIME THE FAILED LOAN
WAS TO HAVE BEEN MADE, WHENEVER THE ADMINISTRATIVE AGENT SHALL RECEIVE ANY
AMOUNT FROM A BORROWER FOR THE ACCOUNT OF SUCH LENDER, (I) THE AMOUNT SO
RECEIVED (UP TO THE AMOUNT OF SUCH FAILED LOAN) WILL, UPON RECEIPT BY THE
ADMINISTRATIVE AGENT, BE DEEMED TO HAVE BEEN PAID TO THE LENDER