ANY RESERVE FUNDS
BEING DISBURSED TO BORROWER PURSUANT TO ARTICLE 8
HEREOF AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF BORROWER TO ANY OF THE ACCOUNTS DESIGNATED IN THE
TRANSFER AUTHORIZER DESIGNATION FORM.
BORROWER AGREES TO BE BOUND BY ANY
TRANSFER REQUEST: (I) AUTHORIZED OR TRANSMITTED BY BORROWER OR (II) MADE IN
BORROWER'S NAME AND ACCEPTED BY THE ADMINISTRATIVE AGENT IN GOOD FAITH AND IN
COMPLIANCE WITH THESE TRANSFER INSTRUCTIONS, EVEN IF NOT PROPERLY AUTHORIZED BY
BORROWER.
BORROWER FURTHER AGREES AND ACKNOWLEDGES THAT ADMINISTRATIVE AGENT
MAY RELY SOLELY ON ANY BANK ROUTING NUMBER OR IDENTIFYING BANK ACCOUNT NUMBER OR
NAME PROVIDED BY BORROWER TO EFFECT A WIRE OR FUNDS TRANSFER EVEN IF THE
INFORMATION PROVIDED BY BORROWER IDENTIFIES A DIFFERENT BANK OR ACCOUNT HOLDER
THAN NAMED BY BORROWER.
ADMINISTRATIVE AGENT IS NOT OBLIGATED OR REQUIRED IN
ANY WAY TO TAKE ANY ACTIONS TO DETECT ERRORS IN INFORMATION PROVIDED BY
BORROWER.
IF ADMINISTRATIVE AGENT TAKES ANY ACTIONS IN AN ATTEMPT TO DETECT
ERRORS IN THE TRANSMISSION OR CONTENT OF TRANSFER OR REQUESTS OR TAKES ANY
ACTIONS IN AN ATTEMPT TO DETECT UNAUTHORIZED FUNDS TRANSFER REQUESTS, BORROWER
AGREES THAT NO MATTER HOW MANY TIMES ADMINISTRATIVE AGENT TAKES THESE ACTIONS
ADMINISTRATIVE AGENT WILL NOT IN ANY SITUATION BE LIABLE FOR FAILING TO TAKE OR
CORRECTLY PERFORM THESE ACTIONS IN THE FUTURE AND SUCH ACTIONS SHALL NOT BECOME
ANY PART OF THE TRANSFER DISBURSEMENT PROCEDURES AUTHORIZED UNDER THIS
PROVISION, THE LOAN DOCUMENTS, OR ANY AGREEMENT BETWEEN ADMINISTRATIVE AGENT AND
BORROWER.
(B)
FUNDS TRANSFER.
ADMINISTRATIVE AGENT WILL, IN ITS SOLE
DISCRETION, DETERMINE THE FUNDS TRANSFER SYSTEM AND THE MEANS BY WHICH EACH
TRANSFER WILL BE MADE.
ADMINISTRATIVE AGENT MAY DELAY OR REFUSE TO ACCEPT A
FUNDS TRANSFER REQUEST IF THE TRANSFER WOULD: (I) VIOLATE THE TERMS OF THIS
AUTHORIZATION (II) REQUIRE USE OF A BANK PROHIBITED BY ANY GOVERNMENTAL
AUTHORITY; (III) CAUSE ADMINISTRATIVE AGENT OR ANY LENDER TO VIOLATE ANY FEDERAL
123
Reserve or other regulatory risk control program or guideline, or (iv) otherwise
cause Administrative Agent or any Lender to violate any Applicable Law or
regulation.
(C)
LIMITATION OF LIABILITY.
NEITHER THE ADMINISTRATIVE AGENT
NOR ANY LENDER SHALL BE LIABLE TO BORROWER OR ANY OTHER PARTIES FOR (I) ERRORS,
ACTS OR FAILURES TO ACT OF OTHERS, INCLUDING OTHER ENTITIES, BANKS,
COMMUNICATIONS CARRIERS OR CLEARINGHOUSES, THROUGH WHICH BORROWER'S TRANSFERS
MAY BE MADE OR INFORMATION RECEIVED OR TRANSMITTED, AND NO SUCH ENTITY SHALL BE
DEEMED AN AGENT OF ADMINISTRATIVE AGENT OR ANY LENDER, (II) ANY LOSS, LIABILITY
OR DELAY CAUSED BY FIRES, EARTHQUAKES, WARS, CIVIL DISTURBANCES, POWER SURGES OR
FAILURES, ACTS OF GOVERNMENT, LABOR DISPUTES, FAILURES IN COMMUNICATIONS
NETWORKS, LEGAL CONSTRAINTS OR OTHER EVENTS BEYOND ADMINISTRATIVE AGENT'S OR ANY
LENDER'S CONTROL, OR (III) ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE
DAMAGES, WHETHER OR NOT (X) ANY CLAIM FOR THESE DAMAGES IS BASED ON TORT OR
CONTRACT OR (Y) ADMINISTRATIVE AGENT, SUCH LENDER OR THE BORROWER KNEW OR SHOULD
HAVE KNOWN THE LIKELIHOOD OF THESE DAMAGES IN ANY SITUATION.
NEITHER
ADMINISTRATIVE AGENT NOR ANY LENDER MAKES ANY REPRESENTATIONS