ANY WAY AFFECT THE RIGHTS OF THE BORROWER WITH
RESPECT TO ANY DEFAULTING BANK OR THE ADMINISTRATIVE AGENT.
THE FAILURE OF ANY
BANK TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH BANK'S SHARE OF ANY
BORROWING IN ACCORDANCE WITH SECTION 2.5(B) HEREOF SHALL NOT RELIEVE ANY OTHER
BANK OF ITS OBLIGATIONS TO FUND ITS COMMITMENT, IN ACCORDANCE WITH THE
PROVISIONS HEREOF.
36
(E)
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 UNDRAWN
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 (E) SHALL
AFFECT THE OBLIGATIONS DUE TO SUCH DEFAULTING BANK.
(F)
SUBJECT TO THE PROVISIONS HEREOF, THE
ADMINISTRATIVE AGENT SHALL MAKE AVAILABLE EACH BORROWING TO THE BORROWER IN
FEDERAL FUNDS OR THE APPLICABLE ALTERNATE CURRENCY IMMEDIATELY AVAILABLE IN
ACCORDANCE WITH, AND ON THE DATE SET FORTH IN, THE APPLICABLE NOTICE OF
BORROWING.
Section 2.6. Notes.
(A)
EACH BANK MAY, BY NOTICE TO THE BORROWER
AND THE ADMINISTRATIVE AGENT, REQUEST THAT ITS VARIOUS TERM LOANS, REVOLVING
CREDIT LOANS AND SWINGLINE LOANS BE EVIDENCED BY SEPARATE NOTES, EACH IN AN
AMOUNT EQUAL TO THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE APPLICABLE 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 TERM LOAN NOTE SHALL BE IN
SUBSTANTIALLY THE FORM OF EXHIBIT G-1 HERETO, EACH SUCH REVOLVING CREDIT LOAN
NOTE SHALL BE IN SUBSTANTIALLY THE FORM OF EXHIBIT G-2 HERETO AND EACH SUCH
SWINGLINE LOAN NOTE SHALL BE IN SUBSTANTIALLY THE FORM OF EXHIBIT G-3.
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(S) PURSUANT
TO SECTION 3.1(A), THE ADMINISTRATIVE AGENT SHALL FORWARD SUCH NOTE(S) 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,