SUCH LENDER WILL NOT MAKE AVAILABLE AS AND WHEN REQUIRED HEREUNDER TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE COMPANY THE AMOUNT OF THAT LENDER'S
PRO RATA SHARE OF THE BORROWING OR (II) KNOWS THAT A LENDER IS A DEFAULTING
LENDER, THE ADMINISTRATIVE AGENT MAY ASSUME THAT EACH LENDER HAS MADE SUCH
AMOUNT AVAILABLE TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS ON
THE BORROWING DATE AND THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE SO
REQUIRED), IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE COMPANY ON
SUCH DATE A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT ANY LENDER SHALL NOT
HAVE MADE ITS FULL AMOUNT AVAILABLE TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY
AVAILABLE FUNDS AND THE ADMINISTRATIVE AGENT IN SUCH CIRCUMSTANCES HAS MADE
AVAILABLE TO THE COMPANY SUCH AMOUNT, THAT LENDER SHALL ON THE BUSINESS DAY
FOLLOWING SUCH BORROWING DATE MAKE SUCH AMOUNT AVAILABLE TO THE ADMINISTRATIVE
AGENT, TOGETHER WITH INTEREST AT THE FEDERAL FUNDS RATE FOR EACH DAY DURING SUCH
PERIOD.
A NOTICE OF THE ADMINISTRATIVE AGENT SUBMITTED TO ANY LENDER WITH
RESPECT TO AMOUNTS OWING UNDER THIS SECTION 2.11(A) SHALL BE CONCLUSIVE, ABSENT
MANIFEST ERROR.
IF SUCH AMOUNT IS SO MADE AVAILABLE, SUCH PAYMENT TO THE
ADMINISTRATIVE AGENT SHALL CONSTITUTE SUCH LENDER'S LOAN ON THE DATE OF
BORROWING FOR ALL PURPOSES OF THIS AGREEMENT.
IF SUCH AMOUNT IS NOT MADE
AVAILABLE TO THE ADMINISTRATIVE AGENT ON THE BUSINESS DAY FOLLOWING THE
BORROWING DATE, THE ADMINISTRATIVE AGENT WILL NOTIFY THE COMPANY OF SUCH FAILURE
TO FUND AND, UPON DEMAND BY THE ADMINISTRATIVE AGENT, THE COMPANY SHALL PAY SUCH
AMOUNT TO THE ADMINISTRATIVE AGENT FOR THE ADMINISTRATIVE AGENT'S ACCOUNT,
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TOGETHER WITH INTEREST THEREON FOR EACH DAY ELAPSED SINCE THE DATE OF SUCH
BORROWING, AT A RATE PER ANNUM EQUAL TO THE INTEREST RATE APPLICABLE AT THE TIME
TO THE LOANS COMPRISING SUCH BORROWING.
(B)
THE EXISTENCE OF A DEFAULTING LENDER OR THE FAILURE OF ANY LENDER
TO MAKE ANY LOAN ON ANY BORROWING DATE SHALL NOT RELIEVE ANY OTHER LENDER OF ANY
OBLIGATION HEREUNDER TO MAKE A LOAN ON SUCH BORROWING DATE, BUT NO LENDER SHALL
BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE THE LOAN TO BE MADE
BY SUCH OTHER LENDER ON ANY BORROWING DATE.
2.12
Sharing of Payments, Etc.
If any Lender shall obtain on account of
the Obligations held by it any payment (whether voluntary, involuntary, through
the exercise of any right of set off, or otherwise) or receive any collateral in
respect thereof in excess of the amount such Lender was entitled to receive
pursuant to the terms hereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans made by them as shall be necessary to cause such
purchasing Lender to share the excess payment according to the terms hereof;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender, such purchase shall