WILL MAKE ITS PRO
RATA SHARE OF EACH BORROWING OF REVOLVING CREDIT ADVANCES AVAILABLE TO THE
ADMINISTRATIVE AGENT ON EACH ADVANCE DATE.
IF THE ADMINISTRATIVE AGENT HAS MADE
AVAILABLE TO THE BORROWER SUCH LENDER'S PRO RATA SHARE OF ANY SUCH BORROWING BUT
SUCH PRO RATA SHARE IS NOT, IN FACT, PAID TO THE ADMINISTRATIVE AGENT BY SUCH
LENDER WHEN DUE, THE ADMINISTRATIVE AGENT WILL BE ENTITLED TO RECOVER SUCH
AMOUNT ON DEMAND FROM SUCH LENDER WITHOUT SET-OFF, COUNTERCLAIM OR DEDUCTION OF
ANY KIND.
IF ANY LENDER FAILS TO PAY THE AMOUNT OF ITS PRO RATA SHARE OF
AMOUNTS PAID BY THE ADMINISTRATIVE AGENT ON ITS BEHALF PURSUANT TO THE PRECEDING
SENTENCE FORTHWITH UPON THE ADMINISTRATIVE AGENT'S DEMAND, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE BORROWER SHALL IMMEDIATELY
REPAY SUCH AMOUNT TO THE ADMINISTRATIVE AGENT.
NOTHING IN THIS
SECTION 2.03(C) OR ELSEWHERE IN THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS
SHALL BE DEEMED TO REQUIRE THE ADMINISTRATIVE AGENT TO ADVANCE FUNDS ON BEHALF
OF ANY LENDER OR TO RELIEVE ANY LENDER FROM ITS OBLIGATION TO FULFILL ITS
COMMITMENT HEREUNDER OR TO PREJUDICE ANY RIGHTS THAT THE BORROWER MAY HAVE
AGAINST ANY LENDER AS A RESULT OF ANY DEFAULT BY SUCH LENDER HEREUNDER.
TO THE
EXTENT THAT THE ADMINISTRATIVE AGENT ADVANCES FUNDS TO THE BORROWER ON BEHALF OF
ANY LENDER AND IS NOT REIMBURSED THEREFOR ON THE SAME BUSINESS DAY AS SUCH
REVOLVING CREDIT ADVANCE IS MADE, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO
RETAIN FOR ITS ACCOUNT ALL INTEREST ACCRUED ON SUCH REVOLVING CREDIT ADVANCE
FROM THE DATE OF SUCH REVOLVING CREDIT ADVANCE TO THE DATE SUCH REVOLVING CREDIT
ADVANCE IS REIMBURSED BY THE APPLICABLE LENDER.
(D)
RETURN OF PAYMENTS.
(I)
IF THE ADMINISTRATIVE AGENT PAYS AN
AMOUNT TO A LENDER UNDER THIS AGREEMENT IN THE BELIEF OR EXPECTATION THAT A
RELATED PAYMENT HAS BEEN OR WILL BE RECEIVED BY THE ADMINISTRATIVE AGENT FROM
THE BORROWER AND SUCH RELATED PAYMENT IS NOT RECEIVED BY THE ADMINISTRATIVE
AGENT, THEN THE ADMINISTRATIVE AGENT WILL BE ENTITLED TO RECOVER
6
such amount from such Lender on demand without set-off, counterclaim or
deduction of any kind.
(II)
IF AT ANY TIME ANY AMOUNT RECEIVED BY THE ADMINISTRATIVE AGENT
UNDER THIS AGREEMENT MUST BE RETURNED TO THE BORROWER OR PAID TO ANY OTHER
PERSON PURSUANT TO ANY INSOLVENCY LAW OR OTHERWISE, THEN, NOTWITHSTANDING ANY
OTHER TERM OR CONDITION OF THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, THE
ADMINISTRATIVE AGENT WILL NOT BE REQUIRED TO DISTRIBUTE ANY PORTION THEREOF TO
ANY LENDER.
IN ADDITION, EACH LENDER WILL REPAY TO THE ADMINISTRATIVE AGENT ON
DEMAND ANY PORTION OF SUCH AMOUNT THAT THE ADMINISTRATIVE AGENT HAS DISTRIBUTED
TO SUCH LENDER, TOGETHER WITH INTEREST AT SUCH RATE, IF ANY, AS THE
ADMINISTRATIVE AGENT IS REQUIRED TO PAY TO THE BORROWER OR SUCH OTHER PERSON,
WITHOUT SET-OFF, COUNTERCLAIM OR DEDUCTION OF ANY KIND.
(E)
NON-FUNDING LENDERS.
THE FAILURE OF ANY LENDER (EACH SUCH LENDER,
A "NON-FUNDING LENDER") TO MAKE ANY REVOLVING CREDIT ADVANCE TO BE MADE BY