IN THE CASH
MANAGEMENT AGREEMENTS (BUT IN NO EVENT LATER THAN THE TERMINATION DATE), (X) NOT
BE MADE AT ANY TIME AFTER THE SWING LINE LENDER HAS WRITTEN NOTICE OF THE
OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT, (Y) IF
NOT REPAID BY THE BORROWERS IN ACCORDANCE WITH THE PROVISIONS OF THE CASH
MANAGEMENT AGREEMENTS, BE SUBJECT TO EACH LENDER'S OBLIGATION TO PURCHASE
PARTICIPATING INTERESTS THEREIN PURSUANT TO SUBSECTION 2.1(C)(VI), AND
(Z) EXCEPT AS PROVIDED IN THE FOREGOING SUBSECTIONS (V) THROUGH (Z), BE SUBJECT
TO ALL OF THE TERMS AND CONDITIONS OF THIS SECTION 2.1(C).
(VIII)
THE BORROWERS HEREBY JOINTLY AND SEVERALLY
INDEMNIFY THE SWING LINE LENDER, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, AGENTS AND EMPLOYEES AGAINST ANY COST, EXPENSE (INCLUDING REASONABLE
COUNSEL FEES AND EXPENSES), CLAIM, DEMAND, ACTION, LOSS OR LIABILITY (EXCEPT ANY
OF THE FOREGOING THAT RESULTS FROM THE INDEMNITEES' GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT) THAT SUCH INDEMNITEES MAY SUFFER OR INCUR IN CONNECTION WITH THIS
SECTION 2.1(C) OR ANY ACTION TAKEN OR OMITTED BY SUCH INDEMNITEES HEREUNDER.
2.2
Nature of Lenders' Obligations with Respect
to Loans.
Each Lender shall be obligated to participate in each request for
Loans pursuant to Section 2.4 in accordance with its Commitment Percentage.
The
obligations of each Lender hereunder are several.
The failure of any Lender to
perform its obligations hereunder shall not affect the obligations of the
Borrowers to any other party hereunder, nor shall any other party be liable for
the failure of any Lender to perform its obligations hereunder.
The Lenders
shall have no obligation to make Revolver Loans or Swing Line Loans on or after
the Termination Date.
31
2.3
Notes.
(A)
THE REVOLVER LOANS MADE BY EACH LENDER
SHALL BE EVIDENCED BY A PROMISSORY NOTE OF THE BORROWERS, SUBSTANTIALLY IN THE
FORM OF EXHIBIT A-1, WITH APPROPRIATE INSERTIONS AS TO PAYEE, DATE AND PRINCIPAL
AMOUNT (A "REVOLVER NOTE"), PAYABLE TO THE ORDER OF SUCH LENDER AND IN A
PRINCIPAL AMOUNT EQUAL TO THE AMOUNT OF THE INITIAL COMMITMENT OF SUCH LENDER;
PROVIDED, HOWEVER, THAT THE PRINCIPAL AMOUNT OF EACH REVOLVER LOAN MADE IN AN
OPTIONAL CURRENCY SHALL BE PAID BY THE BORROWERS IN SUCH OPTIONAL CURRENCY.
EACH LENDER IS HEREBY AUTHORIZED TO RECORD THE DATE, CURRENCY, TYPE AND AMOUNT
OF EACH REVOLVER LOAN MADE BY SUCH LENDER, EACH CONTINUATION THEREOF, EACH
CONVERSION OF ALL OR A PORTION THEREOF TO ANOTHER TYPE, THE DATE AND AMOUNT OF
EACH PAYMENT OR PREPAYMENT OF PRINCIPAL THEREOF AND, IN THE CASE OF LIBOR LOANS,
THE LENGTH OF EACH INTEREST PERIOD WITH RESPECT THERETO, ON THE SCHEDULE ANNEXED
TO AND CONSTITUTING A PART OF ITS REVOLVER NOTE, AND ANY SUCH RECORDATION SHALL
CONSTITUTE PRIMA FACIE EVIDENCE OF THE ACCURACY OF THE INFORMATION SO RECORDED,
PROVIDED, THAT THE FAILURE OF ANY LENDER TO MAKE SUCH RECORDATION (OR ANY ERROR
IN SUCH RECORDATION) SHALL NOT AFFECT THE OBLIGATIONS OF THE BORROWERS HEREUNDER
OR UNDER SUCH REVOLVER NOTE.
EACH REVOLVER NOTE SHALL (A) BE DATED THE CLOSING
DATE,