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.
(E)
UNLESS THE LENDER HAS NOTIFIED THE ADMINISTRATIVE AGENT, PRIOR TO
THE DATE ANY PAYMENT IS REQUIRED TO BE MADE BY IT TO THE ADMINISTRATIVE AGENT
HEREUNDER, THAT SUCH LENDER WILL NOT MAKE SUCH PAYMENT, THE ADMINISTRATIVE AGENT
MAY ASSUME THAT SUCH LENDER HAS TIMELY MADE SUCH PAYMENT AND MAY (BUT SHALL NOT
BE SO REQUIRED TO), IN RELIANCE THEREON, MAKE AVAILABLE A CORRESPONDING AMOUNT
TO THE PERSON ENTITLED THERETO.
IF AND TO THE EXTENT THAT SUCH PAYMENT WAS NOT
IN FACT MADE TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS, THEN
SUCH LENDER SHALL FORTHWITH ON DEMAND PAY TO THE ADMINISTRATIVE AGENT THE AMOUNT
THEREOF IN IMMEDIATELY AVAILABLE FUNDS, TOGETHER WITH INTEREST THEREON FOR THE
PERIOD FROM THE DATE SUCH AMOUNT WAS MADE AVAILABLE BY THE ADMINISTRATIVE AGENT
TO THE BORROWER TO THE DATE SUCH AMOUNT IS RECOVERED BY THE ADMINISTRATIVE AGENT
(THE "COMPENSATION PERIOD") AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS
EFFECTIVE RATE FROM TIME TO TIME IN EFFECT. IF SUCH LENDER PAYS SUCH AMOUNT TO
THE ADMINISTRATIVE AGENT, THEN SUCH AMOUNT SHALL CONSTITUTE SUCH LENDER'S LOAN
INCLUDED IN THE APPLICABLE BORROWING.
IF SUCH LENDER DOES NOT PAY SUCH AMOUNT
FORTHWITH UPON THE ADMINISTRATIVE AGENT'S DEMAND THEREFOR, THE ADMINISTRATIVE
AGENT MAY MAKE A DEMAND THEREFOR UPON THE BORROWER, AND THE BORROWER SHALL PAY
SUCH AMOUNT TO THE ADMINISTRATIVE AGENT, TOGETHER WITH INTEREST THEREON FOR THE
COMPENSATION PERIOD AT A RATE PER ANNUM EQUAL TO THE RATE OF INTEREST APPLICABLE
TO THE APPLICABLE BORROWING.
NOTHING HEREIN SHALL BE DEEMED TO RELIEVE ANY
LENDER FROM ITS OBLIGATION TO FULFILL ITS COMMITMENT OR TO PREJUDICE ANY RIGHTS
WHICH THE ADMINISTRATIVE AGENT OR THE BORROWER MAY HAVE AGAINST ANY LENDER AS A
RESULT OF ANY DEFAULT BY SUCH LENDER HEREUNDER.
A notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (e) shall be conclusive, absent
manifest error.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Obligor represents and warrants to the Administrative Agent and the Lenders
that:
SECTION 3.01
ORGANIZATION; POWERS.
EACH OBLIGOR IS A COMPANY DULY
ORGANIZED OR FORMED AND VALIDLY EXISTING UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION OR FORMATION.
EACH OBLIGOR HAS ALL CORPORATE POWERS AND ALL
GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS REQUIRED TO CARRY
ON ITS BUSINESS AS NOW CONDUCTED, EXCEPT TO THE EXTENT
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THAT FAILURE TO HAVE ANY SUCH POWER OR GOVERNMENTAL LICENSE, AUTHORIZATION,
CONSENT OR APPROVAL COULD NOT, BASED UPON THE FACTS AND CIRCUMSTANCES IN
EXISTENCE AT THE