THE DATE SUCH AMOUNT IS
REPAID TO THE ADMINISTRATIVE AGENT IN SAME DAY FUNDS AT THE APPLICABLE OVERNIGHT
RATE FROM TIME TO TIME IN EFFECT; AND
(II)
IF ANY LENDER FAILED TO MAKE SUCH PAYMENT, SUCH LENDER SHALL FORTHWITH ON
DEMAND PAY TO THE ADMINISTRATIVE AGENT THE AMOUNT THEREOF IN SAME DAY 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 APPLICABLE OVERNIGHT RATE FROM TIME TO TIME IN EFFECT.
WHEN
SUCH LENDER MAKES PAYMENT TO THE ADMINISTRATIVE AGENT (TOGETHER WITH ALL ACCRUED
INTEREST THEREON), THEN SUCH PAYMENT AMOUNT (EXCLUDING THE AMOUNT OF ANY
INTEREST WHICH MAY HAVE ACCRUED AND BEEN PAID IN RESPECT OF SUCH LATE PAYMENT)
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 Section 2.12(c) shall be conclusive, absent
manifest error.
(D)
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 2, AND SUCH FUNDS ARE NOT MADE AVAILABLE TO THE BORROWER BY THE
ADMINISTRATIVE AGENT BECAUSE THE CONDITIONS TO THE APPLICABLE CREDIT EXTENSION
SET FORTH IN ARTICLE 4 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.
(E)
THE OBLIGATIONS OF THE LENDERS HEREUNDER TO MAKE LOANS, TO FUND
THE POST-FIRST AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSITS AND
98
TO FUND PARTICIPATIONS IN LETTERS OF CREDIT AND SWING LINE LOANS ARE SEVERAL AND
NOT JOINT.
THE FAILURE OF ANY LENDER TO MAKE ANY LOAN, TO FUND A POST-FIRST
AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSIT OR TO FUND ANY SUCH
PARTICIPATION 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 FUND ITS
POST-FIRST AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSIT OR PURCHASE ITS
PARTICIPATION.
(F)
NOTHING HEREIN SHALL BE DEEMED TO OBLIGATE ANY LENDER TO OBTAIN