MAKE SUCH PAYMENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH BORROWER
HAS MADE SUCH PAYMENT ON SUCH DATE IN ACCORDANCE HEREWITH AND MAY, IN RELIANCE
UPON SUCH ASSUMPTION, DISTRIBUTE TO THE LENDERS OR THE APPLICABLE L/C ISSUER, AS
THE CASE MAY BE, THE AMOUNT DUE.
IN SUCH EVENT, IF SUCH BORROWER HAS NOT IN
FACT MADE SUCH PAYMENT, THEN EACH OF THE LENDERS OR THE APPLICABLE L/C ISSUER,
AS THE CASE MAY BE, SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT
FORTHWITH ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH LENDER OR SUCH L/C ISSUER,
IN SAME DAY 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 OVERNIGHT RATE.
A notice of the Administrative Agent to any Lender or Borrower with respect to
any amount owing under this subsection (b) shall be conclusive, absent
demonstrable 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 TO ANY BORROWER AS
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PROVIDED IN THE FOREGOING PROVISIONS OF THIS ARTICLE II, AND SUCH FUNDS ARE NOT
MADE AVAILABLE TO SUCH BORROWER BY THE ADMINISTRATIVE AGENT BECAUSE THE
CONDITIONS TO THE APPLICABLE CREDIT EXTENSION SET FORTH IN ARTICLE IV ARE NOT
SATISFIED OR WAIVED IN ACCORDANCE WITH THE TERMS HEREOF, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY 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 COMMITTED LOANS, TO FUND PARTICIPATIONS IN LETTERS OF
CREDIT AND SWING LINE LOANS AND TO MAKE PAYMENTS PURSUANT TO SECTION 10.04(C)
ARE SEVERAL AND NOT JOINT.
THE FAILURE OF ANY LENDER TO MAKE ANY COMMITTED
LOAN, TO FUND ANY SUCH PARTICIPATION 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 MAKE ITS COMMITTED LOAN,
TO PURCHASE ITS PARTICIPATION OR TO MAKE ITS PAYMENT UNDER SECTION 10.04(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.
2.14.
SHARING OF PAYMENTS BY LENDERS
.
If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in
Swing Line Loans held by it resulting in such Lender's receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and
accrued interest