from time to time upon
reasonable prior notice.
(B)
EACH BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY
PARTICIPANT, COMPETITIVE LOAN ASSIGNEE OR PURCHASING LENDER (EACH, A
"TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE, SUBJECT TO THE PROVISIONS OF
SECTION 11.21 (WHETHER OR NOT, IN THE CASE OF ANY PERSON THAT IS A PROSPECTIVE
TRANSFEREE, SUCH PERSON IN FACT BECOMES A TRANSFEREE), ANY AND ALL FINANCIAL
INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE BORROWERS AND THEIR
RESPECTIVE AFFILIATES WHICH HAS BEEN DELIVERED TO SUCH LENDER BY OR ON BEHALF OF
ANY BORROWER PURSUANT TO THIS AGREEMENT OR WHICH HAS BEEN DELIVERED TO SUCH
LENDER BY OR ON BEHALF OF ANY BORROWER IN CONNECTION WITH SUCH LENDER'S CREDIT
EVALUATION OF THE BORROWERS AND THEIR RESPECTIVE AFFILIATES PRIOR TO BECOMING A
PARTY TO THIS AGREEMENT.
(C)
NOTHING HEREIN SHALL PROHIBIT ANY LENDER FROM PLEDGING OR
ASSIGNING ALL OR ANY PORTION OF ITS LOANS TO ANY FEDERAL RESERVE BANK IN
ACCORDANCE WITH APPLICABLE LAW. IN ORDER TO FACILITATE SUCH PLEDGE OR
ASSIGNMENT, EACH BORROWER HEREBY AGREES THAT, UPON REQUEST OF ANY LENDER AT ANY
TIME AND FROM TIME TO TIME AFTER SUCH BORROWER HAS MADE ITS INITIAL BORROWING
HEREUNDER, SUCH BORROWER SHALL PROVIDE TO SUCH LENDER, AT SUCH BORROWER'S OWN
EXPENSE, A PROMISSORY NOTE, SUBSTANTIALLY IN THE FORM OF EXHIBIT G-1 OR G-2, AS
THE CASE MAY BE, EVIDENCING THE REVOLVING CREDIT LOANS, SWING LINE LOANS OR
COMPETITIVE LOANS, AS THE CASE MAY BE, OWING TO SUCH LENDER.
11.10
Changing Designations of Swing Line Lenders and Competitive Loan
Lenders. (a)
IBM shall have the right to change the designation of a Lender or
Swing Line Lender to (i) cause a Lender to become a Swing Line Lender,
(ii) change the Swing Line Commitment of a Swing Line Lender (so long as, after
giving effect thereto, (x) such Swing Line Commitment does not exceed such
Lender's Revolving Credit Commitment and (y) the aggregate amount of the Swing
Line Commitments shall not exceed $2,000,000,000) or (iii) cause a Swing Line
Lender to cease to be a Swing Line Lender, provided that no such change shall
become effective unless (x) the Lender affected thereby shall in its sole
discretion have agreed in writing to such change and (y) prior written
notification thereof shall have been delivered to the Administrative Agent and,
in the case of clause (i) above, the Administrative Agent shall have approved of
such designation (which approval shall not be unreasonably withheld).
(B)
IBM SHALL HAVE THE RIGHT TO CHANGE THE DESIGNATION OF A LENDER OR
COMPETITIVE LOAN LENDER TO (I) CAUSE A LENDER TO BECOME A COMPETITIVE LOAN
LENDER OR (II) CAUSE A COMPETITIVE LOAN LENDER TO CEASE TO BE A COMPETITIVE LOAN
LENDER, PROVIDED THAT NO SUCH CHANGE SHALL BECOME EFFECTIVE UNLESS (X) THE
LENDER AFFECTED THEREBY SHALL IN ITS SOLE DISCRETION HAVE AGREED IN WRITING TO
SUCH CHANGE AND (Y) PRIOR WRITTEN NOTIFICATION THEREOF SHALL HAVE BEEN DELIVERED
TO THE ADMINISTRATIVE AGENT AND, IN THE
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CASE OF CLAUSE (I) ABOVE, THE