LOANS FOR THE PURPOSE OF
REPAYING ANY REFUNDED SWINGLINE LOANS PURSUANT TO SECTION 2.2(E) AND EACH SUCH
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, 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