of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (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 II, 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 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, WITH INTEREST AT THE FEDERAL FUNDS
RATE FOR EACH DAY THAT SUCH FUNDS ARE NOT RETURNED TO SUCH LENDER.
50
(E)
THE OBLIGATIONS OF THE LENDERS HEREUNDER TO MAKE REVOLVING LOANS
AND TO FUND PARTICIPATIONS IN LETTERS OF CREDIT AND SWING LINE LOANS ARE SEVERAL
AND NOT JOINT. THE FAILURE OF ANY LENDER TO MAKE ANY REVOLVING LOAN 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
REVOLVING LOAN OR PURCHASE ITS PARTICIPATION.
(F)
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.
2.13
SHARING OF PAYMENTS. IF, OTHER THAN AS EXPRESSLY PROVIDED ELSEWHERE
HEREIN, ANY LENDER SHALL OBTAIN ON ACCOUNT OF THE REVOLVING LOANS MADE BY IT, OR
THE PARTICIPATIONS IN L/C OBLIGATIONS OR IN SWING LINE LOANS HELD BY IT, ANY
PAYMENT (WHETHER VOLUNTARY, INVOLUNTARY, THROUGH THE EXERCISE OF ANY RIGHT OF
SET-OFF, OR OTHERWISE) IN EXCESS OF ITS RATABLE SHARE (OR OTHER SHARE
CONTEMPLATED HEREUNDER) THEREOF, SUCH LENDER SHALL IMMEDIATELY (A) NOTIFY THE
ADMINISTRATIVE AGENT OF SUCH FACT, AND (B) PURCHASE FROM THE OTHER LENDERS SUCH
PARTICIPATIONS IN THE REVOLVING LOANS MADE BY THEM AND/OR SUCH SUBPARTICIPATIONS
IN THE PARTICIPATIONS IN L/C OBLIGATIONS OR SWING LINE LOANS HELD BY THEM, AS
THE CASE MAY BE, AS SHALL BE NECESSARY TO CAUSE SUCH PURCHASING LENDER TO SHARE
THE EXCESS PAYMENT IN RESPECT OF SUCH REVOLVING LOANS OR SUCH PARTICIPATIONS, AS
THE CASE MAY BE, PRO RATA WITH EACH OF THEM; PROVIDED, HOWEVER, THAT IF ALL OR
ANY PORTION OF SUCH EXCESS PAYMENT IS THEREAFTER RECOVERED FROM THE PURCHASING
LENDER UNDER ANY OF THE CIRCUMSTANCES DESCRIBED IN SECTION 10.06 (INCLUDING
PURSUANT TO ANY SETTLEMENT ENTERED INTO BY THE PURCHASING LENDER IN ITS
DISCRETION), SUCH PURCHASE SHALL TO THAT EXTENT BE RESCINDED AND EACH OTHER
LENDER SHALL REPAY TO THE PURCHASING LENDER THE PURCHASE PRICE PAID THEREFOR,
TOGETHER WITH AN AMOUNT EQUAL TO SUCH PAYING LENDER'S RATABLE SHARE (ACCORDING
TO THE PROPORTION OF