ACCORDANCE WITH SECTION 2.2.3 AND TO
PURCHASE PARTICIPATING INTERESTS IN ACCORDANCE WITH SECTION 2.2.4 SHALL NOT BE
AFFECTED BY ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH
SUCH LENDER MAY HAVE AGAINST THE AGENT, THE SWING LINE LENDER, ANY BORROWER OR
ANY OTHER PERSON FOR ANY REASON WHATSOEVER.
IF ANY LENDER DOES NOT MAKE
AVAILABLE TO THE SWING LINE LENDER THE AMOUNT REQUIRED PURSUANT TO SECTION 2.2.3
OR SECTION 2.2.4, AS THE CASE MAY BE, THE SWING LINE LENDER SHALL BE ENTITLED TO
RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER, TOGETHER WITH INTEREST THEREON
FOR EACH DAY FROM THE DATE OF NONPAYMENT UNTIL SUCH AMOUNT IS PAID IN FULL AT
THE FEDERAL FUNDS RATE FOR THE FIRST TWO (2) BANKING DAYS AND AT THE BASE RATE
THEREAFTER.
2.3 Currency Equivalents for Multicurrency LIBOR Loans.
2.3.1
CONVERSION RATE FOR MULTICURRENCY LIBOR LOANS.
THE
PRINCIPAL AMOUNT OF EACH REVOLVING CREDIT LOAN CONSISTING OF MULTICURRENCY LIBOR
LOANS WHICH IS DENOMINATED IN A FOREIGN CURRENCY (A) WILL BE CONVERTED INTO ITS
U.S. DOLLAR EQUIVALENT ON THE DATE OF THE FUNDING OF SUCH REVOLVING CREDIT LOAN
(THE "CONVERTED PRINCIPAL
30
AMOUNT"), AND THE CONVERTED PRINCIPAL AMOUNT WILL BE ADDED TO THE PRINCIPAL
BALANCE OUTSTANDING UNDER THE REVOLVING CREDIT NOTES ON THE DATE OF THE FUNDING
OF SUCH REVOLVING CREDIT LOAN, AND (B) FROM AND AFTER ANY SUCH DATE, WILL BE
DEEMED TO REMAIN EQUIVALENT TO THE CONVERTED PRINCIPAL AMOUNT UNTIL THE END OF
THE APPLICABLE INTEREST PERIOD NOTWITHSTANDING ANY FLUCTUATION IN EXCHANGE RATES
OCCURRING THEREAFTER.
2.3.2
REVALUATION.
IF AT THE EXPIRATION OF AN INTEREST
PERIOD FOR A REVOLVING CREDIT LOAN CONSISTING OF MULTICURRENCY LIBOR LOANS, SUCH
REVOLVING CREDIT LOAN WILL REMAIN DENOMINATED IN THE SAME FOREIGN CURRENCY FOR A
SUCCEEDING INTEREST PERIOD, THEN THE PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT
LOAN WILL BE REVALUED BASED ON THE U.S. DOLLAR EQUIVALENT, AND A NEW CONVERTED
PRINCIPAL AMOUNT WILL BE CALCULATED, AS OF THE BANKING DAY PRECEDING THE NEXT
INTEREST PERIOD.
2.4 Letters of Credit.
2.4.1
ISSUANCE OF LETTERS OF CREDIT.
SUBJECT TO ALL
TERMS AND CONDITIONS OF THIS AGREEMENT AND SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT EXISTS, FROM TIME TO TIME ON AND AFTER THE INITIAL CLOSING DATE AND
PRIOR TO THE FINAL MATURITY DATE, EACH ISSUING BANK WILL ISSUE FOR THE ACCOUNT
OF THE BORROWERS STANDBY FINANCIAL, STANDBY PERFORMANCE AND COMMERCIAL LETTERS
OF CREDIT AND BANK UNDERTAKINGS DENOMINATED IN UNITED STATES DOLLARS OR IN A
CURRENCY OTHER THAN UNITED STATES DOLLARS IN ACCORDANCE WITH THIS AGREEMENT
(EACH, A "LETTER OF CREDIT" AND COLLECTIVELY, THE "LETTERS OF CREDIT").
NO
ISSUING BANK WILL ISSUE A LETTER OF CREDIT TO THE EXTENT THAT THE FACE AMOUNT OF
SUCH REQUESTED LETTER OF CREDIT EXCEEDS THE LC AVAILABLE CREDIT, OR WITH RESPECT
TO LETTERS OF CREDIT ISSUED IN CURRENCIES OTHER THAN UNITED STATES DOLLARS, THE
MULTICURRENCY AVAILABLE CREDIT.
2.4.2
REQUESTS FOR LETTERS OF CREDIT.
THE PARENT, ON
BEHALF OF THE APPLICABLE BORROWER, MAY FROM TIME TO TIME REQUEST A LETTER OF
CREDIT TO BE