REDUCE THE COMMITMENT OF ANY BANK OR IN 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.
(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 DOLLAR TERM LOANS, MULTICURRENCY REVOLVING/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
MULTICURRENCY REVOLVING/TERM LOAN NOTE SHALL BE SUBSTANTIALLY IN THE FORM OF
EXHIBIT G-2 HERETO, EACH SUCH REVOLVING CREDIT LOAN NOTE SHALL BE IN
SUBSTANTIALLY THE FORM OF EXHIBIT G-3 HERETO AND EACH SUCH SWINGLINE LOAN NOTE
SHALL BE IN SUBSTANTIALLY THE FORM OF EXHIBIT G-4.
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.
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(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,