REVOLVING LENDER, SPECIFYING IN SUCH NOTICE
SUCH LENDER'S APPLICABLE PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH
REVOLVING LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES, UPON RECEIPT OF
NOTICE AS PROVIDED ABOVE, TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE SWINGLINE LENDER, SUCH LENDER'S APPLICABLE PERCENTAGE OF SUCH SWINGLINE LOAN
OR LOANS.
EACH REVOLVING LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO
ACQUIRE PARTICIPATIONS IN SWINGLINE LOANS PURSUANT TO THIS PARAGRAPH IS ABSOLUTE
AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER,
INCLUDING THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR REDUCTION OR
TERMINATION OF THE REVOLVING COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE
MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
EACH
REVOLVING LENDER SHALL COMPLY WITH ITS OBLIGATION UNDER THIS PARAGRAPH BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, IN THE SAME MANNER AS PROVIDED IN
SECTION 2.07 WITH RESPECT TO LOANS MADE BY SUCH LENDER (AND SECTION 2.07 SHALL
APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE LENDERS), AND THE
ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE SWINGLINE LENDER THE AMOUNTS SO
RECEIVED BY IT FROM THE REVOLVING LENDERS.
THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE COMPANY OF ANY PARTICIPATIONS IN ANY SWINGLINE LOAN ACQUIRED PURSUANT
TO THIS PARAGRAPH, AND THEREAFTER PAYMENTS IN RESPECT OF SUCH SWINGLINE LOAN
SHALL BE MADE TO THE ADMINISTRATIVE AGENT AND NOT TO THE SWINGLINE LENDER.
ANY
AMOUNTS RECEIVED BY THE SWINGLINE LENDER FROM THE COMPANY (OR OTHER PARTY ON
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BEHALF OF THE COMPANY) IN RESPECT OF A SWINGLINE LOAN AFTER RECEIPT BY THE
SWINGLINE LENDER OF THE PROCEEDS OF A SALE OF PARTICIPATIONS THEREIN SHALL BE
PROMPTLY REMITTED TO THE ADMINISTRATIVE AGENT; ANY SUCH AMOUNTS RECEIVED BY THE
ADMINISTRATIVE AGENT SHALL BE PROMPTLY REMITTED BY THE ADMINISTRATIVE AGENT TO
THE REVOLVING LENDERS THAT SHALL HAVE MADE THEIR PAYMENTS PURSUANT TO THIS
PARAGRAPH AND TO THE SWINGLINE LENDER, AS THEIR INTERESTS MAY APPEAR; PROVIDED
THAT ANY SUCH PAYMENT SO REMITTED SHALL BE REPAID TO THE SWINGLINE LENDER OR TO
THE ADMINISTRATIVE AGENT, AS APPLICABLE, IF AND TO THE EXTENT SUCH PAYMENT IS
REQUIRED TO BE REFUNDED TO THE COMPANY FOR ANY REASON.
THE PURCHASE OF
PARTICIPATIONS IN A SWINGLINE LOAN PURSUANT TO THIS PARAGRAPH SHALL NOT RELIEVE
THE COMPANY OF ANY DEFAULT IN THE PAYMENT THEREOF.
SECTION 2.06.
LETTERS OF CREDIT.
(A) GENERAL.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE COMPANY MAY REQUEST THE ISSUANCE OF LETTERS OF
CREDIT DENOMINATED IN AGREED CURRENCIES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT
OF ANY SUBSIDIARY), IN A FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
AND THE ISSUING BANK, AT ANY TIME AND FROM TIME TO TIME DURING THE AVAILABILITY
PERIOD.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THE TERMS AND CONDITIONS OF ANY FORM OF LETTER OF CREDIT
APPLICATION OR OTHER AGREEMENT SUBMITTED BY THE COMPANY TO, OR ENTERED INTO BY
THE COMPANY WITH, THE ISSUING BANK RELATING TO ANY LETTER OF CREDIT, THE TERMS