ADMINISTRATIVE AGENT ON THE
DATE OF SUCH BORROWING IN ACCORDANCE WITH SECTION 2.04(B) AND THE ADMINISTRATIVE
AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE BORROWER ON
SUCH DATE A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT THAT SUCH LENDER SHALL
NOT HAVE SO MADE SUCH SHARE AVAILABLE TO THE ADMINISTRATIVE AGENT, SUCH LENDER
AND, IF SUCH LENDER SHALL NOT HAVE DONE SO WITHIN FIVE DOMESTIC BUSINESS DAYS OF
DEMAND THEREFOR BY THE ADMINISTRATIVE AGENT, THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT TOGETHER WITH
INTEREST THEREON, FOR EACH DAY FROM THE DATE SUCH AMOUNT IS MADE AVAILABLE TO
THE BORROWER UNTIL THE DATE SUCH AMOUNT IS REPAID TO THE ADMINISTRATIVE AGENT,
AT (I) IF SUCH AMOUNT IS REPAID BY THE BORROWER, A RATE PER ANNUM EQUAL TO THE
HIGHER OF THE FEDERAL FUNDS RATE AND THE INTEREST RATE APPLICABLE TO SUCH
BORROWING PURSUANT TO SECTION 2.07 AND (II) IF SUCH AMOUNT IS REPAID BY SUCH
LENDER, THE FEDERAL FUNDS RATE.
IF SUCH LENDER SHALL REPAY TO THE
ADMINISTRATIVE AGENT SUCH CORRESPONDING AMOUNT, THE BORROWER SHALL NOT BE
REQUIRED TO REPAY SUCH AMOUNT AND THE AMOUNT SO REPAID BY SUCH LENDER SHALL
CONSTITUTE SUCH LENDER'S LOAN INCLUDED IN SUCH BORROWING FOR PURPOSES OF THIS
AGREEMENT.
NOTHING IN THIS SUBSECTION (C) SHALL RELIEVE ANY LENDER OF ITS
OBLIGATION TO MAKE LOANS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT OR RELIEVE ANY LENDER FROM RESPONSIBILITY FOR DEFAULT BY IT IN SUCH
OBLIGATION.
SECTION 2.05.
REGISTRY; NOTES
THE ADMINISTRATIVE AGENT SHALL MAINTAIN
A REGISTER (THE "REGISTER") IN WHICH IT WILL RECORD THE COMMITMENT OF EACH
LENDER, EACH LOAN MADE BY EACH LENDER AND EACH REPAYMENT OF ANY LOAN.
ANY SUCH
RECORDATION BY THE ADMINISTRATIVE AGENT IN THE REGISTER SHALL BE CONCLUSIVE,
ABSENT MANIFEST ERROR.
EACH LENDER SHALL RECORD IN ITS INTERNAL RECORDS THE
FOREGOING INFORMATION AS TO ITS OWN COMMITMENT AND LOANS.
FAILURE TO MAKE ANY
SUCH RECORDATION, OR ANY ERROR IN SUCH RECORDATION, SHALL NOT AFFECT THE
BORROWER'S OBLIGATIONS HEREUNDER IN RESPECT OF THE LOANS.
(B)
EACH LENDER MAY, BY NOTICE TO THE BORROWER AND THE ADMINISTRATIVE
AGENT, REQUEST (I) THAT ITS LOANS BE EVIDENCED BY A SINGLE NOTE PAYABLE TO THE
ORDER OF SUCH LENDER FOR THE ACCOUNT OF ITS APPLICABLE LENDING OFFICE IN AN
AMOUNT EQUAL TO THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF SUCH LOANS OR (II) THAT
ITS LOANS OF A PARTICULAR TYPE BE EVIDENCED BY A SEPARATE NOTE IN AN AMOUNT
EQUAL TO THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF SUCH LOANS.
EACH SUCH NOTE
SHALL BE IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO WITH ANY APPROPRIATE
MODIFICATIONS TO REFLECT THE FACT THAT IT EVIDENCES SOLELY LOANS OF A PARTICULAR
TYPE.
EACH REFERENCE IN THIS AGREEMENT TO THE "NOTE" OF SUCH LENDER SHALL BE
DEEMED TO REFER TO AND INCLUDE ANY OR ALL OF SUCH NOTES, AS THE CONTEXT MAY
REQUIRE.
SECTION 2.06.
MATURITY OF LOANS.
(A)
EACH COMMITTED LOAN SHALL MATURE, AND THE PRINCIPAL AMOUNT