AND SALES BY SUCH LENDER OF PARTICIPATIONS IN SWINGLINE
LOANS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND RECORDS MAINTAINED
BY THE ADMINISTRATIVE AGENT AND THE ACCOUNTS AND RECORDS OF ANY LENDER IN
RESPECT OF SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT
SHALL CONTROL IN THE ABSENCE OF MANIFEST ERROR.
SECTION 4.6
ADJUSTMENTS.
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 ITS LOANS OR OTHER OBLIGATIONS
HEREUNDER RESULTING IN SUCH LENDER'S RECEIVING PAYMENT OF A PROPORTION OF THE
AGGREGATE AMOUNT OF ITS LOANS AND ACCRUED INTEREST THEREON OR OTHER SUCH
OBLIGATIONS (OTHER THAN PURSUANT TO SECTIONS 2.8, 4.9, 4.10, 4.11 OR 13.3
HEREOF) GREATER THAN ITS PRO RATA SHARE THEREOF AS PROVIDED HEREIN, THEN THE
LENDER RECEIVING SUCH GREATER PROPORTION SHALL (A) NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH FACT, AND (B) PURCHASE (FOR CASH AT FACE VALUE) PARTICIPATIONS IN
THE LOANS AND SUCH OTHER OBLIGATIONS OF THE OTHER LENDERS, OR MAKE SUCH OTHER
ADJUSTMENTS AS SHALL BE EQUITABLE, SO THAT THE BENEFIT OF ALL SUCH PAYMENTS
SHALL BE SHARED BY THE
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LENDERS RATABLY IN ACCORDANCE WITH THE AGGREGATE AMOUNT OF PRINCIPAL OF AND
ACCRUED INTEREST ON THEIR RESPECTIVE LOANS AND OTHER AMOUNTS OWING THEM;
PROVIDED THAT
(A)
IF ANY SUCH PARTICIPATIONS ARE PURCHASED
AND ALL OR ANY PORTION OF THE PAYMENT GIVING RISE THERETO IS RECOVERED, SUCH
PARTICIPATIONS SHALL BE RESCINDED AND THE PURCHASE PRICE RESTORED TO THE EXTENT
OF SUCH RECOVERY, WITHOUT INTEREST, AND
(B)
THE PROVISIONS OF THIS PARAGRAPH SHALL NOT
BE CONSTRUED TO APPLY TO (X) ANY PAYMENT MADE BY THE BORROWERS PURSUANT TO AND
IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS AGREEMENT OR (Y) ANY PAYMENT
OBTAINED BY A LENDER AS CONSIDERATION FOR THE ASSIGNMENT OF OR SALE OF A
PARTICIPATION IN ANY OF ITS LOANS OR PARTICIPATIONS IN SWINGLINE LOANS TO ANY
ASSIGNEE OR PARTICIPANT, OTHER THAN TO THE BORROWERS OR ANY SUBSIDIARY THEREOF
(AS TO WHICH THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY).
Each Credit Party consents to the foregoing and agrees, to the extent it may
effectively do so under Applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against each
Credit Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of each Credit
Party in the amount of such participation in accordance with Section 13.4.
SECTION 4.7
NATURE OF OBLIGATIONS OF LENDERS REGARDING
EXTENSIONS OF CREDIT; ASSUMPTION BY THE ADMINISTRATIVE AGENT.
THE OBLIGATIONS
OF THE LENDERS UNDER THIS AGREEMENT TO MAKE THE LOANS ARE SEVERAL AND ARE NOT
JOINT OR JOINT AND SEVERAL.
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE FROM A LENDER PRIOR TO A PROPOSED BORROWING DATE THAT SUCH LENDER WILL
NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH LENDER'S PORTION OF THE
AMOUNT OF ANY LOAN TO BE BORROWED ON SUCH DATE (WHICH