TO THE
ADMINISTRATIVE AGENT BY 2:00 P.M., CHICAGO TIME, ON THE BUSINESS DAY ON WHICH
SUCH LENDER RECEIVES NOTICE FROM THE ADMINISTRATIVE AGENT OF SUCH PAYMENT OR
DISBURSEMENT (IT BEING UNDERSTOOD THAT ANY SUCH NOTICE RECEIVED AFTER NOON,
CHICAGO TIME, ON ANY BUSINESS DAY SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE
NEXT FOLLOWING BUSINESS DAY), SUCH LENDER AGREES TO PAY INTEREST ON SUCH AMOUNT
TO THE ADMINISTRATIVE AGENT FOR THE ISSUING LENDER'S ACCOUNT FORTHWITH ON
DEMAND, FOR EACH DAY FROM THE DATE SUCH AMOUNT WAS TO HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT TO THE DATE SUCH AMOUNT IS PAID, AT A RATE PER ANNUM EQUAL
TO (A) FOR THE FIRST THREE DAYS AFTER DEMAND, THE FEDERAL FUNDS RATE FROM TIME
TO TIME IN EFFECT AND (B) THEREAFTER, THE BASE RATE FROM TIME TO TIME IN
EFFECT.
ANY LENDER'S FAILURE TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT ITS
PRO RATA SHARE OF ANY SUCH PAYMENT OR DISBURSEMENT SHALL NOT RELIEVE ANY LENDER
OF ITS OBLIGATION HEREUNDER TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH
LENDER'S PRO RATA SHARE OF SUCH PAYMENT, BUT NO LENDER SHALL BE RESPONSIBLE FOR
THE FAILURE OF ANY LENDER TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH
OTHER LENDER'S PRO RATA SHARE OF ANY SUCH PAYMENT OR DISBURSEMENT.
2.4
COMMITMENTS SEVERAL.
THE FAILURE OF ANY
LENDER TO MAKE A REQUESTED LOAN ON ANY DATE SHALL NOT RELIEVE ANY OTHER LENDER
OF ITS OBLIGATION (IF ANY) TO MAKE A LOAN ON SUCH DATE, BUT NO LENDER SHALL BE
RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE ANY LOAN TO BE MADE BY
SUCH OTHER LENDER.
2.5
CERTAIN CONDITIONS.
EXCEPT AS OTHERWISE
PROVIDED IN SECTION 2.2.4 OF THIS AGREEMENT, NO LENDER SHALL HAVE AN OBLIGATION
TO MAKE ANY LOAN, OR TO PERMIT THE CONTINUATION OF OR ANY CONVERSION INTO ANY
EUROCURRENCY RATE LOAN, AND THE ISSUING LENDER SHALL NOT HAVE ANY OBLIGATION TO
ISSUE ANY LETTER OF CREDIT, IF AN EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT
EXISTS.
SECTION 3
EVIDENCING OF LOANS.
3.1
NOTES.
THE LOANS OF EACH LENDER SHALL BE
EVIDENCED BY A NOTE, WITH APPROPRIATE INSERTIONS, PAYABLE TO THE ORDER OF SUCH
LENDER IN A FACE PRINCIPAL AMOUNT EQUAL TO THE SUM OF SUCH LENDER'S REVOLVING
LOAN COMMITMENT PLUS THE PRINCIPAL AMOUNT OF SUCH LENDER'S TERM LOANS.
3.2
RECORDKEEPING.
THE ADMINISTRATIVE AGENT, ON
BEHALF OF EACH LENDER, SHALL RECORD IN ITS RECORDS, THE DATE AND AMOUNT OF EACH
LOAN MADE BY EACH LENDER, EACH REPAYMENT OR CONVERSION THEREOF AND, IN THE CASE
OF EACH EUROCURRENCY RATE LOAN, THE DATES ON WHICH EACH INTEREST PERIOD FOR SUCH
LOAN SHALL BEGIN AND END.
THE AGGREGATE UNPAID PRINCIPAL AMOUNT SO RECORDED
SHALL BE REBUTTABLY PRESUMPTIVE EVIDENCE OF THE PRINCIPAL AMOUNT OF THE LOANS
OWING AND UNPAID.
THE FAILURE TO SO RECORD ANY SUCH AMOUNT OR ANY ERROR IN SO
RECORDING ANY SUCH AMOUNT SHALL NOT, HOWEVER, LIMIT OR OTHERWISE AFFECT THE
OBLIGATIONS OF THE COMPANY HEREUNDER OR UNDER ANY NOTE TO REPAY THE