LENDER'S OBLIGATION TO
PURCHASE A PARTICIPATION IN ANY UNPAID SWINGLINE LOANS PURSUANT TO
SECTION 2.2(F) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY
ANY CIRCUMSTANCE OR EVENT WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (I) ANY
SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH LENDER MAY
HAVE AGAINST THE SWINGLINE LENDER, THE ADMINISTRATIVE AGENT, THE COMPANY, ANY
OTHER BORROWER OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER, (II) THE
OCCURRENCE OR CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT, (III) THE FAILURE
OF THE AMOUNT OF SUCH BORROWING OF DOLLAR REVOLVING LOANS TO MEET THE MINIMUM
BORROWING AMOUNT SPECIFIED IN SECTION 2.2(B), OR (IV) THE FAILURE OF ANY
CONDITIONS SET FORTH IN SECTION 4.2 OR ELSEWHERE HEREIN TO BE SATISFIED.
2.3
DISBURSEMENTS; FUNDING RELIANCE; DOMICILE OF LOANS.
(A)
EACH BORROWER HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT AND EACH
CORRESPONDENT TO DISBURSE THE PROCEEDS OF EACH BORROWING IN ACCORDANCE WITH THE
TERMS OF ANY WRITTEN INSTRUCTIONS FROM ANY AUTHORIZED OFFICER OF ANY BORROWER,
PROVIDED THAT NEITHER THE ADMINISTRATIVE AGENT NOR ANY CORRESPONDENT SHALL BE
OBLIGATED UNDER ANY CIRCUMSTANCES TO FORWARD AMOUNTS TO ANY ACCOUNT NOT LISTED
IN AN ACCOUNT DESIGNATION LETTER. ANY BORROWER MAY AT ANY TIME DELIVER TO THE
ADMINISTRATIVE AGENT AN ACCOUNT DESIGNATION LETTER LISTING ANY ADDITIONAL
ACCOUNTS OR DELETING ANY ACCOUNTS LISTED IN A PREVIOUS ACCOUNT DESIGNATION
LETTER.
(B)
UNLESS THE ADMINISTRATIVE AGENT HAS RECEIVED, PRIOR TO 1:00 P.M.,
LOCAL TIME, ON THE RELEVANT BORROWING DATE, WRITTEN NOTICE FROM A LENDER THAT
SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH LENDER'S
RATABLE PORTION, IF ANY, OF THE RELEVANT BORROWING, THE ADMINISTRATIVE AGENT MAY
ASSUME THAT SUCH LENDER HAS MADE SUCH PORTION AVAILABLE TO THE ADMINISTRATIVE
AGENT IN IMMEDIATELY AVAILABLE FUNDS ON SUCH BORROWING DATE IN ACCORDANCE WITH
THE APPLICABLE PROVISIONS OF SECTION 2.2, AND THE ADMINISTRATIVE AGENT MAY, IN
RELIANCE UPON SUCH ASSUMPTION, BUT SHALL NOT BE OBLIGATED TO, MAKE A
CORRESPONDING AMOUNT AVAILABLE TO THE APPLICABLE BORROWER ON SUCH BORROWING
DATE. IF AND TO THE EXTENT THAT SUCH LENDER SHALL NOT HAVE MADE SUCH PORTION
AVAILABLE TO THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT SHALL HAVE
MADE SUCH CORRESPONDING AMOUNT AVAILABLE TO THE APPLICABLE BORROWER, SUCH
LENDER, ON THE ONE HAND, AND THE APPLICABLE BORROWER, ON THE OTHER, SEVERALLY
AGREE TO PAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING
AMOUNT,
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TOGETHER WITH INTEREST THEREON FOR EACH DAY FROM THE DATE SUCH AMOUNT IS MADE
AVAILABLE TO THE APPLICABLE BORROWER UNTIL THE DATE SUCH AMOUNT IS REPAID TO THE
ADMINISTRATIVE AGENT, (I) IN THE CASE OF SUCH LENDER, AT THE FEDERAL FUNDS RATE,
AND (II) IN THE CASE OF THE APPLICABLE BORROWER, AT THE RATE OF INTEREST
APPLICABLE AT SUCH TIME TO THE TYPE AND CLASS OF LOANS COMPRISING SUCH
BORROWING, AS DETERMINED UNDER THE PROVISIONS OF SECTION 2.8. IF SUCH LENDER
SHALL REPAY TO THE ADMINISTRATIVE AGENT SUCH CORRESPONDING AMOUNT, SUCH AMOUNT
SHALL CONSTITUTE SUCH LENDER'S LOAN AS PART OF SUCH BORROWING FOR PURPOSES OF
THIS AGREEMENT. THE FAILURE OF