BORROWING IN ACCORDANCE WITH
SECTION 2.3(B) HEREOF SHALL NOT RELIEVE ANY OTHER BANK OF ITS OBLIGATIONS TO
FUND ITS COMMITMENT, IN ACCORDANCE WITH THE PROVISIONS HEREOF.
(D)
IF ANY BANK BECOMES A DEFAULTING BANK AND FOR SO LONG AS SUCH BANK
REMAINS A DEFAULTING BANK, THEN THE BORROWER MAY, AT ITS SOLE EXPENSE AND
EFFORT, UPON NOTICE TO SUCH BANK AND THE ADMINISTRATIVE AGENT, REQUIRE SUCH BANK
TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE
RESTRICTIONS CONTAINED IN SECTION 9.6), ALL ITS AVAILABLE COMMITMENTS UNDER THIS
AGREEMENT TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY
BE ANOTHER BANK, IF A BANK ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT THE BORROWER
SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH
CONSENT SHALL NOT UNREASONABLY BE WITHHELD; PROVIDED FURTHER THAT NOTHING
CONTAINED IN THIS CLAUSE (D) SHALL AFFECT THE OBLIGATIONS DUE TO SUCH DEFAULTING
BANK.
(E)
SUBJECT TO THE PROVISIONS HEREOF, THE ADMINISTRATIVE AGENT SHALL
MAKE AVAILABLE EACH BORROWING TO THE BORROWER IN FEDERAL FUNDS IMMEDIATELY
AVAILABLE IN ACCORDANCE WITH, AND ON THE DATE SET FORTH IN, THE APPLICABLE
NOTICE OF BORROWING.
Section 2.4. Notes.
(A)
EACH BANK MAY, BY NOTICE TO THE BORROWER AND THE ADMINISTRATIVE
AGENT, REQUEST THAT ITS LOANS BE EVIDENCED BY A NOTE IN AN AMOUNT EQUAL TO THE
AGGREGATE UNPAID PRINCIPAL AMOUNT OF SUCH LOANS. ANY ADDITIONAL COSTS INCURRED
BY THE ADMINISTRATIVE AGENT, THE BORROWER OR THE BANKS IN CONNECTION WITH
PREPARING SUCH A NOTE SHALL BE AT THE SOLE COST AND EXPENSE OF THE BANK
REQUESTING SUCH NOTE. IN THE EVENT ANY LOANS EVIDENCED BY SUCH A NOTE ARE PAID
IN FULL PRIOR TO THE MATURITY DATE, ANY SUCH BANK SHALL RETURN SUCH NOTE TO THE
BORROWER.
EACH SUCH NOTE SHALL BE IN SUBSTANTIALLY THE FORM OF EXHIBIT G
HERETO.
UPON THE EXECUTION AND DELIVERY OF ANY SUCH NOTE, ANY EXISTING NOTE
PAYABLE TO SUCH BANK SHALL BE RETURNED TO THE BORROWER AND REPLACED OR MODIFIED
ACCORDINGLY.
EACH REFERENCE IN THIS AGREEMENT TO THE "NOTE" OF SUCH BANK SHALL
BE DEEMED TO REFER TO AND INCLUDE ANY OR ALL OF SUCH NOTES, AS THE CONTEXT MAY
REQUIRE.
(B)
UPON RECEIPT OF ANY BANK'S NOTE PURSUANT TO SECTION 3.1(A), THE
ADMINISTRATIVE AGENT SHALL FORWARD SUCH NOTE TO SUCH BANK.
SUCH BANK SHALL
RECORD THE DATE, AMOUNT, CURRENCY, TYPE AND MATURITY OF EACH LOAN MADE BY IT AND
THE DATE AND AMOUNT OF EACH PAYMENT OF PRINCIPAL MADE BY THE BORROWER, WITH
RESPECT THERETO, AND MAY, IF SUCH BANK SO ELECTS IN CONNECTION WITH ANY TRANSFER
OR ENFORCEMENT OF ITS NOTE, ENDORSE ON THE APPROPRIATE SCHEDULE APPROPRIATE
NOTATIONS TO EVIDENCE THE FOREGOING INFORMATION WITH RESPECT TO EACH SUCH LOAN
THEN OUTSTANDING; PROVIDED THAT THE FAILURE OF SUCH BANK TO MAKE ANY SUCH
RECORDATION OR ENDORSEMENT SHALL NOT AFFECT THE OBLIGATIONS OF THE BORROWER
HEREUNDER OR UNDER THE NOTES.
EACH
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BANK IS HEREBY IRREVOCABLY AUTHORIZED BY THE BORROWER SO TO ENDORSE ITS NOTE AND
TO ATTACH TO AND