DATE SUCH AMOUNT WAS MADE
AVAILABLE BY THE ADMINISTRATIVE AGENT TO THE RELEVANT 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 RELEVANT BORROWER, AND THE RELEVANT 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 ANY 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 relevant 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 II, AND SUCH FUNDS ARE NOT MADE AVAILABLE TO THE RELEVANT 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, WITHOUT INTEREST.
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(E)
THE OBLIGATIONS OF THE LENDERS HEREUNDER TO MAKE 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 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 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.
(G)
WHENEVER ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT UNDER THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IS INSUFFICIENT TO PAY IN FULL ALL
AMOUNTS DUE AND PAYABLE TO THE ADMINISTRATIVE AGENT AND THE LENDERS UNDER OR IN
RESPECT OF THIS AGREEMENT AND THE OTHER