RECEIPT OF FUNDS FROM A DEFAULTING LENDER OR OTHERWISE MADE A PAYMENT
TO THE BORROWER ON BEHALF OF SUCH DEFAULTING LENDER, THE ADMINISTRATIVE AGENT
MAY MAKE A DEMAND THEREFOR UPON THE BORROWER AND THE 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 REVOLVING CREDIT COMMITMENT OR TO
PREJUDICE ANY RIGHTS WHICH THE ADMINISTRATIVE AGENT OR THE 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 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 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.
(E)
THE OBLIGATIONS OF THE LENDERS HEREUNDER TO MAKE LOANS AND TO FUND
PARTICIPATIONS IN LETTERS OF CREDIT 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 NEITHER THE ADMINISTRATIVE AGENT NOR ANY
LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO 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
50
TO THE ADMINISTRATIVE AGENT AND THE LENDERS UNDER OR IN RESPECT OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ON ANY DATE, SUCH PAYMENT SHALL BE
DISTRIBUTED BY THE ADMINISTRATIVE AGENT AND APPLIED BY THE ADMINISTRATIVE AGENT
AND THE LENDERS IN THE ORDER OF PRIORITY SET FORTH IN SECTION 9.03.
IF THE
ADMINISTRATIVE AGENT RECEIVES FUNDS FOR APPLICATION TO THE OBLIGATIONS OF THE
LOAN PARTIES UNDER OR IN RESPECT OF THE LOAN DOCUMENTS UNDER CIRCUMSTANCES FOR
WHICH THE LOAN DOCUMENTS DO NOT SPECIFY THE MANNER IN WHICH SUCH FUNDS ARE TO BE
APPLIED, THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE OBLIGATED TO, ELECT TO
DISTRIBUTE