respect to a Purchaser that
becomes a Purchaser as a result of an assignment made at the request of the
Borrower.
(VII)
UPON THE REQUEST, AND AT THE EXPENSE OF THE
BORROWER, EACH LENDER TO WHICH THE BORROWER IS REQUIRED TO PAY ANY ADDITIONAL
AMOUNT PURSUANT TO THIS SECTION 2.14(E), SHALL REASONABLY AFFORD THE BORROWER
THE OPPORTUNITY TO CONTEST, AND SHALL REASONABLY COOPERATE WITH THE BORROWER IN
CONTESTING, THE IMPOSITION OF ANY TAX GIVING RISE TO SUCH PAYMENT; PROVIDED,
THAT (I) SUCH LENDER SHALL NOT BE REQUIRED TO AFFORD THE BORROWER THE
OPPORTUNITY TO SO CONTEST UNLESS THE BORROWER SHALL HAVE CONFIRMED IN WRITING TO
SUCH LENDER ITS OBLIGATION TO PAY SUCH AMOUNTS PURSUANT TO THIS AGREEMENT; AND
(II) THE BORROWER SHALL REIMBURSE SUCH LENDER FOR ITS ATTORNEYS' AND
ACCOUNTANTS' FEES AND DISBURSEMENTS INCURRED IN SO COOPERATING WITH THE BORROWER
IN CONTESTING THE IMPOSITION OF SUCH TAX; PROVIDED, HOWEVER, THAT
NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL BE REQUIRED TO AFFORD THE
BORROWER THE OPPORTUNITY TO CONTEST, OR COOPERATE WITH THE BORROWER IN
CONTESTING, THE IMPOSITION OF ANY TAXES, IF SUCH LENDER IN GOOD FAITH DETERMINES
THAT TO DO SO WOULD HAVE AN ADVERSE EFFECT ON IT.
35
2.15
NOTIFICATION OF ADVANCES, INTEREST RATES,
PREPAYMENTS AND AGGREGATE REVOLVING LOAN COMMITMENT REDUCTIONS.
PROMPTLY AFTER
RECEIPT THEREOF, THE ADMINISTRATIVE AGENT WILL NOTIFY EACH LENDER OF THE
CONTENTS OF EACH AGGREGATE REVOLVING LOAN COMMITMENT REDUCTION NOTICE,
BORROWING/ELECTION NOTICE, AND REPAYMENT NOTICE RECEIVED BY IT HEREUNDER.
THE
ADMINISTRATIVE AGENT WILL NOTIFY EACH LENDER OF THE INTEREST RATE APPLICABLE TO
EACH EURODOLLAR RATE LOAN PROMPTLY UPON DETERMINATION OF SUCH INTEREST RATE AND
WILL GIVE EACH LENDER PROMPT NOTICE OF EACH CHANGE IN THE ALTERNATE BASE RATE.
2.16
LENDING INSTALLATIONS.
EACH LENDER MAY BOOK ITS
LOANS OR LETTERS OF CREDIT AT ANY LENDING INSTALLATION SELECTED BY SUCH LENDER
AND MAY CHANGE ITS LENDING INSTALLATION FROM TIME TO TIME UPON REASONABLE
WRITTEN NOTICE THEREOF TO THE BORROWER.
ALL TERMS OF THIS AGREEMENT SHALL APPLY
TO ANY SUCH LENDING INSTALLATION.
EACH LENDER MAY, BY WRITTEN OR FACSIMILE
NOTICE TO THE ADMINISTRATIVE AGENT AND THE BORROWER, DESIGNATE A LENDING
INSTALLATION THROUGH WHICH LOANS WILL BE MADE BY IT AND FOR WHOSE ACCOUNT LOAN
PAYMENTS AND/OR PAYMENTS OF L/C OBLIGATIONS ARE TO BE MADE.
2.17
NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE
AGENT.
UNLESS THE BORROWER OR A LENDER, AS THE CASE MAY, BE, NOTIFIES THE
ADMINISTRATIVE AGENT PRIOR TO THE DATE ON WHICH IT IS SCHEDULED TO MAKE PAYMENT
TO THE ADMINISTRATIVE AGENT OF (I) IN THE CASE OF A LENDER, THE PROCEEDS OF A
LOAN OR (II) IN THE CASE OF THE BORROWER, A PAYMENT OF PRINCIPAL, INTEREST OR
FEES TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS, THAT IT DOES
NOT INTEND TO MAKE SUCH PAYMENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH
PAYMENT HAS BEEN MADE.
THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE OBLIGATED
TO, MAKE THE AMOUNT OF SUCH PAYMENT AVAILABLE TO THE INTENDED RECIPIENT IN
RELIANCE UPON SUCH ASSUMPTION.
IF SUCH LENDER