IF THE RELEVANT BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT A
COMPETITIVE LOAN REQUEST IS CANCELLED PURSUANT TO SECTION 2.8(D)(I), THE
ADMINISTRATIVE AGENT SHALL GIVE PROMPT TELEPHONE NOTICE THEREOF TO THE
COMPETITIVE LOAN LENDERS.
(F)
IF THE RELEVANT BORROWER ACCEPTS PURSUANT TO
SECTION 2.8(D)(II) ONE OR MORE OF THE OFFERS MADE BY ANY ONE OR MORE COMPETITIVE
LOAN LENDERS, THE ADMINISTRATIVE AGENT PROMPTLY SHALL NOTIFY EACH COMPETITIVE
LOAN LENDER WHICH HAS MADE SUCH A COMPETITIVE LOAN OFFER OF (I) THE AGGREGATE
AMOUNT OF SUCH COMPETITIVE LOANS TO BE MADE ON SUCH BORROWING DATE FOR EACH
MATURITY DATE, (II) THE ACCEPTANCE OR REJECTION OF ANY OFFERS TO MAKE SUCH
COMPETITIVE LOANS MADE BY SUCH COMPETITIVE LOAN LENDER AND (III) IN THE CASE OF
INDEX RATE COMPETITIVE LOANS, THE APPLICABLE INDEX RATE IN RESPECT THEREOF.
BEFORE 12:00 NOON (NEW YORK CITY TIME) ON THE BORROWING DATE SPECIFIED IN THE
APPLICABLE COMPETITIVE LOAN REQUEST, EACH COMPETITIVE LOAN LENDER WHOSE
COMPETITIVE LOAN OFFER HAS BEEN ACCEPTED SHALL MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT AT ITS OFFICE SET FORTH IN SECTION 11.2 THE AMOUNT OF
COMPETITIVE LOANS TO BE MADE BY SUCH COMPETITIVE LOAN LENDER, IN IMMEDIATELY
AVAILABLE FUNDS. THE ADMINISTRATIVE AGENT WILL MAKE SUCH FUNDS AVAILABLE TO THE
RELEVANT BORROWER AS SOON AS PRACTICABLE ON SUCH DATE AT THE ADMINISTRATIVE
AGENT'S AFORESAID ADDRESS. AS SOON AS PRACTICABLE AFTER EACH BORROWING DATE, THE
ADMINISTRATIVE AGENT SHALL NOTIFY EACH COMPETITIVE LOAN LENDER OF THE AGGREGATE
AMOUNT OF COMPETITIVE LOANS ADVANCED ON SUCH BORROWING DATE, THE RESPECTIVE
MATURITY DATES THEREOF AND THE RESPECTIVE INTEREST RATES APPLICABLE THERETO.
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(G)
NOTHING IN SECTION 2.7 OR THIS SECTION 2.8 SHALL BE CONSTRUED AS A
RIGHT OF FIRST OFFER IN FAVOR OF THE LENDERS OR TO OTHERWISE LIMIT THE ABILITY
OF ANY BORROWER TO REQUEST AND ACCEPT CREDIT FACILITIES FROM ANY PERSON
(INCLUDING ANY OF THE LENDERS).
2.9
Repayment of US$ Loans; Evidence of Debt. (a)
Each Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of the relevant Lenders (i) on the Termination Date (or such earlier
date as the US$ Loans become due and payable pursuant to Section 2.6 or
Section 8), the unpaid principal amount of each US$ Loan (including, without
limitation, each Swing Line Loan) made to it by each such Lender and (ii) on the
Competitive Loan Maturity Date in respect thereof, the unpaid principal amount
of each Competitive Loan made to it by each such Lender. No Borrower shall have
the right to prepay any principal amount of any Competitive Loan. Each Borrower
hereby further agrees to pay interest in immediately available funds at the
office of the Administrative Agent on the unpaid principal amount of the US$
Loans from time to time from the date hereof until payment in full thereof at
the rates per annum, and on the dates, set forth in Section 2.10.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE
AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF EACH BORROWER TO THE
APPROPRIATE