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 BORROWING TO THE ADMINISTRATIVE AGENT, THEN THE AMOUNT SO PAID
SHALL CONSTITUTE SUCH LENDER'S TERM 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 TIME AT 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 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, 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 Borrower Agent 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 TERM 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 TERM LOANS SET FORTH IN ARTICLE IV ARE NOT
SATISFIED OR WAIVED IN ACCORDANCE WITH THE TERMS HEREOF, 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 TO MAKE PAYMENTS PURSUANT TO
SECTION 10.04(C) ARE SEVERAL AND NOT JOINT.
THE FAILURE OF ANY LENDER TO MAKE
ANY TERM LOAN ON THE CLOSING DATE OR TO MAKE ANY PAYMENT UNDER
SECTION 10.04(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