MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT AT THE PAYMENT OFFICE ITS
REVOLVING CREDIT PROPORTIONATE SHARE OF THE AGGREGATE AMOUNT OF REVOLVING LOANS
TO BE MADE ON SUCH DATE, IN IMMEDIATELY AVAILABLE FUNDS NO LATER THAN 3:00 P.M.
NEW YORK CITY TIME ON SUCH DATE.
NOTWITHSTANDING THE FOREGOING, INCREMENTAL
REVOLVING LOANS TO BE MADE ON ANY DATE SHALL BE MADE IN ACCORDANCE WITH THE
RELEVANT PROVISIONS OF SECTION 2.1.
UNLESS THE ADMINISTRATIVE AGENT RECEIVES
CONTRARY WRITTEN NOTICE PRIOR TO (UNLESS THE INITIAL BORROWING DATE IS THE DATE
OF SUCH BORROWING, IN WHICH CASE NO LATER THAN 11:00 A.M. (NEW YORK CITY TIME)
ON THE INITIAL BORROWING DATE) THE DATE OF ANY BORROWING, IT IS ENTITLED TO
ASSUME THAT EACH REVOLVING CREDIT LENDER WILL MAKE AVAILABLE THE AMOUNTS
SPECIFIED ABOVE AND, IN RELIANCE UPON SUCH ASSUMPTION, BUT WITHOUT ANY
OBLIGATION TO DO SO, THE ADMINISTRATIVE AGENT MAY ADVANCE SUCH AMOUNTS ON BEHALF
OF THE REVOLVING CREDIT LENDERS (WITH THE REVOLVING CREDIT LENDERS BEING
OBLIGATED TO THE ADMINISTRATIVE AGENT FOR ANY SUCH ADVANCES IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 2.4).
(V)
NOTWITHSTANDING THE FOREGOING, PRIOR TO THE SYNDICATION DATE,
LOANS MAY ONLY BE INCURRED AND MAINTAINED AS, AND/OR CONVERTED INTO, EURODOLLAR
RATE LOANS AS LONG AS SUCH LOANS, TOGETHER WITH ALL OTHER OUTSTANDING EURODOLLAR
RATE LOANS, ARE SUBJECT TO A ONE-MONTH INTEREST PERIOD WHICH, IN EACH CASE,
BEGINS AND ENDS ON THE SAME DAY, WITH THE FIRST OF SUCH INTEREST PERIODS NOT TO
BEGIN PRIOR TO THE THIRD BUSINESS DAY FOLLOWING THE INITIAL BORROWING DATE.
(B)
THE BORROWER HAS INFORMED THE ADMINISTRATIVE AGENT THAT IT HAS A
CHECKING ACCOUNT (SUCH CHECKING ACCOUNT, TOGETHER WITH ANY OTHER CHECKING
ACCOUNTS ESTABLISHED AS CONTEMPLATED IN THE LAST SENTENCE OF THIS CLAUSE (B)
COLLECTIVELY, THE "DISBURSEMENT ACCOUNT") WITH BOFA FOR GENERAL CORPORATE
PURPOSES, INCLUDING THE PURPOSE OF PAYING TRADE PAYABLES AND OTHER OPERATING
EXPENSES.
THE LENDERS HEREBY AUTHORIZE THE ADMINISTRATIVE AGENT AND, SO LONG AS
THE CONDITIONS FOR BORROWING IN ARTICLE 5 REMAIN SATISFIED, THE ADMINISTRATIVE
AGENT ON BEHALF OF THE LENDERS MAY BUT SHALL NOT BE OBLIGATED TO MAKE REVOLVING
LOANS TO COVER THE AMOUNT OF CHECKS PRESENTED FOR PAYMENT AND OTHER
DISBURSEMENTS FROM THE DISBURSEMENT ACCOUNT.
SUCH BORROWINGS SHALL BE OF BASE
RATE LOANS ONLY AND WILL AT NO TIME EXCEED THE AMOUNT AVAILABLE FOR THE
BORROWING OF REVOLVING LOANS UNDER SECTION 2.2 (AS DETERMINED IN GOOD FAITH BY
THE ADMINISTRATIVE AGENT).
THE BORROWER MAY OPEN ADDITIONAL CHECKING ACCOUNTS
WITH FINANCIAL INSTITUTIONS SATISFACTORY TO THE ADMINISTRATIVE AGENT SO LONG AS
EACH SUCH CHECKING ACCOUNT CONSTITUTES A DEPOSIT ACCOUNT (AS DEFINED IN THE U.S.
SECURITY AGREEMENT) AND IS SUBJECT TO A CONTROL AGREEMENT AS PROVIDED IN THE
U.S. SECURITY AGREEMENT.
(C)
IN THE EVENT THE BORROWER IS UNABLE TO COMPLY WITH (I) THE
BORROWING BASE LIMITATIONS SET FORTH IN SECTION 2.2(A)(II) OR (II) THE
CONDITIONS PRECEDENT TO THE MAKING OF A REVOLVING LOAN OR THE ISSUANCE OF A
LETTER OF CREDIT SET FORTH IN SECTION 5.2, THE LENDERS AUTHORIZE THE
ADMINISTRATIVE AGENT, FOR THE ACCOUNT