TOTAL OF TEN LIBOR LOANS OUTSTANDING UNDER THE FACILITIES AT ANY ONE TIME.
9
1.3.
NOTICE OF BORROWING, CONVERSION OR
CONTINUATION OF LOANS.
(A)
EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION
1.3(B), WHENEVER BORROWER DESIRES TO REQUEST A LOAN PURSUANT TO SUBSECTION 1.1
OR TO CONVERT OR CONTINUE BASE RATE OR LIBOR LOANS PURSUANT TO
SUBSECTION 1.2(G), BORROWER SHALL GIVE ADMINISTRATIVE AGENT IRREVOCABLE PRIOR
WRITTEN NOTICE IN THE FORM ATTACHED HERETO AS EXHIBIT 1.3 (A "NOTICE OF
BORROWING/CONVERSION/CONTINUATION"), (I) IF REQUESTING A BORROWING OF,
CONVERSION TO OR CONTINUATION OF THE BASE RATE LOAN (OR ANY PORTION THEREOF),
NOT LATER THAN 11:00 A.M. (DENVER, COLORADO TIME), ONE BUSINESS DAY BEFORE THE
PROPOSED BORROWING, CONVERSION OR CONTINUATION IS TO BE EFFECTIVE, (II) IF
REQUESTING A BORROWING OF A SWINGLINE LOAN, NOT LATER THAN 2:00 P.M. (DENVER,
COLORADO TIME) ON THE DATE THE PROPOSED BORROWING IS TO BE EFFECTIVE OR (III) IF
REQUESTING A BORROWING OF, A CONVERSION TO OR A CONTINUATION OF A LIBOR LOAN,
NOT LATER THAN 11:00 A.M. (DENVER, COLORADO TIME), THREE BANKING DAYS BEFORE THE
PROPOSED BORROWING, CONVERSION OR CONTINUATION IS TO BE EFFECTIVE.
EACH NOTICE
OF BORROWING/CONVERSION/CONTINUATION SHALL SPECIFY (A) THE LOAN (OR PORTION
THEREOF) TO BE CONVERTED OR CONTINUED AND, WITH RESPECT TO ANY LIBOR LOAN TO BE
CONVERTED OR CONTINUED, THE LAST DAY OF THE CURRENT INTEREST PERIOD THEREFORE,
(B) THE EFFECTIVE DATE OF SUCH BORROWING, CONVERSION OR CONTINUATION (WHICH
SHALL BE A BUSINESS DAY, AND IN THE CASE OF A LIBOR LOAN, ALSO A BANKING DAY),
(C) THE PRINCIPAL AMOUNT OF SUCH LOAN TO BE BORROWED, CONVERTED OR CONTINUED,
(D) THE INTEREST PERIOD TO BE APPLICABLE TO ANY NEW LIBOR LOAN, AND (E) THE
FACILITY UNDER WHICH SUCH BORROWING, CONVERSION OR CONTINUATION IS TO BE MADE.
UPON SATISFACTION OF THE NOTICE REQUIREMENT SET FORTH IN THIS SUBSECTION 1.3,
AND THE OTHER APPLICABLE CONDITIONS SET FORTH IN THIS AGREEMENT, ADMINISTRATIVE
AGENT SHALL MAKE THE LOAN, OR REQUESTED CONVERSION OR CONTINUATION, ON THE
REQUESTED EFFECTIVE DATE.
(B)
SWINGLINE LOANS ALSO WILL BE MADE
AUTOMATICALLY UNDER THE SWINGLINE LOAN FACILITY (SUBJECT TO THE LIMITATIONS SET
FORTH IN SUBSECTION 1.1(D)), (I) ON ANY DAY THAT THE BALANCE HELD IN THE ACCOUNT
OF BORROWER DEPOSITED WITH WACHOVIA BANK, NATIONAL ASSOCIATION [(ACCT.#
2079900434077)], OR ANY SUCCESSOR ACCOUNT DESIGNATED BY COBANK, IS LESS THAN THE
AMOUNT OF ITEMS PRESENTED FOR PAYMENT IN SUCH ACCOUNT ON SUCH DATE, AS PROVIDED
MORE FULLY IN THE CASH MANAGEMENT OR SIMILAR AGREEMENT BETWEEN COBANK AND
BORROWER AND (II) UPON REQUEST TELEPHONIC, ELECTRONIC (COLINK) OR OTHER METHOD
IN EACH CASE APPROVED IN ADVANCE BY COBANK PROVIDED SUCH REQUEST IS MADE BY AN
EMPLOYEE OR REPRESENTATIVE OF BORROWER DESIGNATED IN WRITING BY BORROWER AS
AUTHORIZED TO MAKE SUCH A REQUEST.
THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN SECTION 5 AND ELSEWHERE IN THIS AGREEMENT AND IN THE LOAN DOCUMENTS SHALL BE
(AND EACH ADVANCE UNDER THIS SUBSECTION 1.3(B) SHALL CONSTITUTE A REPRESENTATION
AND WARRANTY BY BORROWER THAT SUCH REPRESENTATIONS AND WARRANTIES ARE) TRUE,
CORRECT AND COMPLETE IN ALL