ASSIGNEE OR
PARTICIPANT, OTHER THAN TO THE PARENT BORROWER OR ANY SUBSIDIARY THEREOF (AS TO
WHICH THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY).
EACH BORROWER CONSENTS TO
THE FOREGOING AND AGREES, TO THE EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, THAT ANY TERM LENDER ACQUIRING A PARTICIPATION PURSUANT TO THE
FOREGOING ARRANGEMENTS MAY EXERCISE AGAINST SUCH BORROWER RIGHTS OF SET-OFF 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.
(F)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE
APPLICABLE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS OR THE ISSUING BANK
HEREUNDER THAT SUCH BORROWER WILL NOT MAKE SUCH PAYMENT, THE ADMINISTRATIVE
AGENT MAY ASSUME THAT SUCH BORROWER HAS MADE SUCH PAYMENT ON SUCH DATE IN
ACCORDANCE HEREWITH AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, DISTRIBUTE TO THE
LENDERS OR THE ISSUING BANK, AS THE CASE MAY BE, THE AMOUNT DUE.
IN SUCH EVENT,
IF THE APPLICABLE BORROWER HAS NOT IN FACT MADE SUCH PAYMENT, THEN EACH OF THE
LENDERS OR THE ISSUING BANK, AS THE CASE MAY BE, SEVERALLY AGREES TO REPAY TO
THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH
LENDER OR ISSUING BANK WITH INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING
THE DATE SUCH AMOUNT IS DISTRIBUTED TO IT TO BUT EXCLUDING THE DATE OF PAYMENT
TO THE ADMINISTRATIVE AGENT, AT THE GREATER OF (I)(A) IN THE CASE OF LOANS MADE
TO THE PARENT BORROWER OR U.S. L/C DISBURSEMENTS, THE FEDERAL FUNDS EFFECTIVE
RATE, OR (B) IN THE CASE OF LOANS MADE TO THE CANADIAN SUBSIDIARY BORROWER,
CANADIAN L/C DISBURSEMENTS OR AMOUNTS OWING IN RESPECT OF B/A DRAWINGS, THE RATE
REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT TO BE THE COST TO IT OF
FUNDING SUCH AMOUNT, AND (II) A RATE DETERMINED BY THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION.
(G)
IF ANY LENDER SHALL FAIL TO MAKE ANY PAYMENT REQUIRED TO BE MADE BY IT
PURSUANT TO SECTION 2.04(C), SECTION 2.05(D) OR (E), SECTION 2.06(F),
SECTION 2.07(A) OR (B), SECTION 2.18(F) OR SECTION 9.03(C), THEN THE
ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION (NOTWITHSTANDING ANY CONTRARY
PROVISION HEREOF), APPLY ANY AMOUNTS THEREAFTER RECEIVED BY THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF SUCH LENDER TO SATISFY SUCH LENDER'S OBLIGATIONS UNDER
SUCH SECTIONS UNTIL ALL SUCH UNSATISFIED OBLIGATIONS ARE FULLY PAID.
SECTION 2.19.
MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(A)
IF ANY
LENDER REQUESTS COMPENSATION UNDER SECTION 2.15, OR IF ANY BORROWER IS REQUIRED
TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE
ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.17, THEN SUCH LENDER SHALL USE
REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE FOR FUNDING OR
BOOKING ITS LOANS HEREUNDER OR TO ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO
ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES, IF, IN THE REASONABLE JUDGMENT