REPAID TO THE AGENT, (I) IN THE CASE OF SUCH BORROWER, AT THE INTEREST
RATE APPLICABLE TO SUCH BORROWING; AND (II) IN THE CASE OF SUCH BANK, AT THE
FEDERAL FUNDS RATE.
IF SUCH BANK SHALL PAY TO THE AGENT SUCH CORRESPONDING
AMOUNT, THE AMOUNT SO PAID SHALL CONSTITUTE SUCH BANK'S LOAN AS PART OF SUCH
BORROWING FOR THE PURPOSES OF THIS AGREEMENT.
IF BOTH SUCH BANK AND SUCH
BORROWER SHALL REPAY SUCH CORRESPONDING AMOUNT, THE AGENT SHALL PROMPTLY REFUND
TO SUCH BORROWER SUCH CORRESPONDING AMOUNT (TOGETHER WITH ANY INTEREST PAID
THEREON BY SUCH BORROWER).
THIS SECTION 2.2(D) DOES NOT RELIEVE ANY BANK OF ITS
OBLIGATION TO MAKE ITS LOANS ON ANY FUNDING DATE THEREFOR.
THE OBLIGATIONS OF
EACH BANK HEREUNDER ARE SEVERAL, AND NEITHER ANY BANK NOR THE AGENT SHALL BE
RESPONSIBLE FOR THE OBLIGATION OF ANY OTHER PERSON HEREUNDER (OR SUCH OTHER
PERSON'S
5
DEFAULT IN THE PERFORMANCE THEREOF), NOR WILL THE FAILURE BY THE AGENT OR ANY
BANK TO PERFORM ANY OF ITS RESPECTIVE OBLIGATIONS HEREUNDER RELIEVE THE AGENT OR
ANY OTHER BANK FROM THE PERFORMANCE OF ITS RESPECTIVE OBLIGATIONS HEREUNDER.
(E)
UNLESS OTHERWISE DIRECTED IN WRITING BY THE APPLICABLE BORROWER
AND ACCEPTED BY THE AGENT, ALL BORROWINGS MADE HEREUNDER SHALL BE DISBURSED BY
CREDIT TO THE DEPOSIT ACCOUNT MAINTAINED BY SUCH BORROWER AT THE AGENT'S
DOMESTIC LENDING OFFICE THAT IS DESIGNATED IN THE APPLICABLE NOTICE OF
BORROWING.
SECTION 2.3
NOTES.
(A)
THE TERM A LOANS OF EACH BANK SHALL BE EVIDENCED BY A TERM A NOTE,
THE TERM B LOANS OF EACH BANK SHALL BE EVIDENCED BY A TERM B NOTE, AND THE
REVOLVING LOANS OF EACH BANK SHALL BE EVIDENCED BY A REVOLVING NOTE.
(B)
EACH REFERENCE IN THIS AGREEMENT TO THE "NOTE" OF SUCH BANK SHALL
BE DEEMED TO REFER TO AND INCLUDE ANY OR ALL OF THE NOTES REFERRED TO IN THE
PRECEDING CLAUSE (A), AS THE CONTEXT MAY REQUIRE.
(C)
UPON RECEIPT OF EACH BANK'S NOTES PURSUANT TO THIS SECTION 2.3,
THE AGENT SHALL PROMPTLY MAIL OR DELIVER SUCH NOTES TO SUCH BANK.
EACH BANK
SHALL RECORD ON ITS BOOKS, AND PRIOR TO ANY TRANSFER OF ITS NOTES SHALL ENDORSE
ON THE SCHEDULE FORMING A PART THEREOF APPROPRIATE NOTATIONS TO EVIDENCE THE
DATE, AMOUNT AND MATURITY OF EACH LOAN MADE BY IT AND THE DATE AND AMOUNT OF
EACH PAYMENT OF PRINCIPAL MADE BY THE APPLICABLE BORROWER WITH RESPECT THERETO;
PROVIDED THAT THE FAILURE OF ANY BANK TO MAKE ANY SUCH RECORDATION OR
ENDORSEMENT SHALL NOT AFFECT THE OBLIGATIONS OF ANY BORROWER OR ANY BANK
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
EACH BANK IS HEREBY IRREVOCABLY
AUTHORIZED BY EACH BORROWER TO SO ENDORSE ITS NOTES AND TO ATTACH TO AND MAKE A
PART OF ITS NOTES A CONTINUATION OF ANY SUCH SCHEDULE AS AND WHEN REQUIRED.
SECTION 2.4
INTEREST RATES AND PAYMENT.
(A)
EACH BASE RATE LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF, FOR EACH DAY FROM THE DATE SUCH LOAN IS MADE UNTIL IT
BECOMES DUE