FACT, AND
(B) PURCHASE (FOR CASH AT FACE VALUE) PARTICIPATIONS IN THE COMMITTED LOANS AND
SUBPARTICIPATIONS IN SWING LINE LOANS OF THE OTHER LENDERS, OR MAKE SUCH OTHER
ADJUSTMENTS AS SHALL BE EQUITABLE, SO THAT THE BENEFIT OF ALL SUCH PAYMENTS
SHALL BE SHARED BY THE LENDERS RATABLY IN ACCORDANCE WITH THE AGGREGATE AMOUNT
OF PRINCIPAL OF AND ACCRUED INTEREST ON THEIR RESPECTIVE COMMITTED LOANS AND
OTHER AMOUNTS OWING THEM, PROVIDED THAT:
(I)
IF ANY SUCH PARTICIPATIONS OR
SUBPARTICIPATIONS ARE PURCHASED AND ALL OR ANY PORTION OF THE PAYMENT GIVING
RISE THERETO IS RECOVERED, SUCH PARTICIPATIONS OR SUBPARTICIPATIONS SHALL BE
RESCINDED AND THE PURCHASE PRICE RESTORED TO THE EXTENT OF SUCH RECOVERY,
WITHOUT INTEREST; AND
(II)
THE PROVISIONS OF THIS SECTION SHALL NOT
BE CONSTRUED TO APPLY TO (X) ANY PAYMENT MADE BY A BORROWER PURSUANT TO AND IN
ACCORDANCE WITH THE EXPRESS TERMS OF THIS AGREEMENT OR (Y) ANY PAYMENT OBTAINED
BY A LENDER AS CONSIDERATION FOR THE ASSIGNMENT OF OR SALE OF A PARTICIPATION IN
ANY OF ITS COMMITTED LOANS OR SUBPARTICIPATIONS IN SWING LINE LOANS TO ANY
ASSIGNEE OR PARTICIPANT, OTHER THAN TO THE COMPANY OR ANY SUBSIDIARY THEREOF (AS
TO WHICH THE PROVISIONS OF THIS SECTION SHALL APPLY).
Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.
2.15
DESIGNATED BORROWERS.
(A)
THE COMPANY MAY AT ANY TIME, UPON NOT LESS
THAN 15 BUSINESS DAYS' NOTICE FROM THE COMPANY TO THE ADMINISTRATIVE AGENT (OR
SUCH SHORTER PERIOD AS MAY BE AGREED BY THE ADMINISTRATIVE AGENT IN ITS SOLE
DISCRETION), DESIGNATE ANY WHOLLY-OWNED SUBSIDIARY OF THE COMPANY (AN "APPLICANT
BORROWER") AS A DESIGNATED BORROWER TO RECEIVE LOANS HEREUNDER BY
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DELIVERING TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY DELIVER
COUNTERPARTS THEREOF TO EACH LENDER) A DULY EXECUTED NOTICE AND AGREEMENT IN
SUBSTANTIALLY THE FORM OF EXHIBIT I (A "DESIGNATED BORROWER REQUEST AND
ASSUMPTION AGREEMENT").
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT PRIOR TO
ANY APPLICANT BORROWER BECOMING ENTITLED TO UTILIZE THE CREDIT FACILITIES
PROVIDED FOR HEREIN THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE RECEIVED
SUCH SUPPORTING RESOLUTIONS, INCUMBENCY CERTIFICATES, OPINIONS OF COUNSEL (TO
THE EXTENT THE APPLICANT BORROWER MAY BE A FOREIGN SUBSIDIARY), AND OTHER
DOCUMENTS OR INFORMATION, IN FORM, CONTENT AND SCOPE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT, AS MAY BE REQUIRED BY THE ADMINISTRATIVE AGENT OR ANY
LENDERS IN THEIR REASONABLE DISCRETION, AND NOTES SIGNED BY SUCH NEW BORROWERS
TO THE EXTENT ANY LENDERS SO REQUIRE.
IF THE ADMINISTRATIVE AGENT AND ALL OF
THE LENDERS AGREE THAT AN APPLICANT BORROWER SHALL BE ENTITLED TO RECEIVE LOANS
HEREUNDER, THEN PROMPTLY FOLLOWING RECEIPT OF ALL SUCH REQUESTED RESOLUTIONS,
INCUMBENCY CERTIFICATES, OPINIONS OF COUNSEL AND OTHER DOCUMENTS OR INFORMATION,
THE ADMINISTRATIVE AGENT