CANADIAN BORROWER HAS BEEN INFORMED IN WRITING THAT ANY
SUCH PERSON IS NOT A CANADIAN RESIDENT; PROVIDED THAT THE PROVISIONS OF THIS
PARAGRAPH SHALL CEASE TO APPLY, AND SHALL HAVE NO FORCE OR EFFECT, AT ANY TIME
WHEN, AND TO THE EXTENT, THE ITA (OR SPECIFIC, WRITTEN AND PUBLICLY ANNOUNCED
PROPOSED AMENDMENTS TO THE ITA) DOES NOT REQUIRE THE WITHHOLDING OF TAXES
PURSUANT TO PARAGRAPH 212(1)(B) OF THE ITA ON INTEREST THAT IS NOT
"PARTICIPATING DEBT INTEREST" PAID TO NON-RESIDENT PERSONS THAT DEAL AT ARM'S
LENGTH WITH THE PAYOR FOR THE PURPOSES OF THE ITA.
SECTION 2.03. REQUESTS FOR BORROWINGS. TO REQUEST A REVOLVING BORROWING, THE
APPLICABLE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY
TELEPHONE (A) IN THE CASE OF A EUROCURRENCY BORROWING, NOT LATER THAN 11:00
A.M., NEW YORK TIME, THREE BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED
BORROWING OR (B) IN THE CASE OF AN ABR BORROWING OR A CANADIAN PRIME BORROWING,
NOT LATER THAN 11:00 A.M., LOCAL TIME, ONE BUSINESS DAY BEFORE THE DATE OF THE
PROPOSED BORROWING; PROVIDED THAT ANY SUCH NOTICE OF AN ABR REVOLVING BORROWING
TO FINANCE THE REPAYMENT OF A PROTECTIVE ADVANCE AS CONTEMPLATED BY
SECTION 2.04(A) OR THE REIMBURSEMENT OF AN LC DISBURSEMENT AS CONTEMPLATED BY
SECTION 2.06(E) MAY BE GIVEN NOT LATER THAN 10:00 A.M., LOCAL TIME, ON THE DATE
OF THE PROPOSED BORROWING. EACH SUCH TELEPHONIC BORROWING REQUEST SHALL BE
IRREVOCABLE AND SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR FACSIMILE TO THE
ADMINISTRATIVE AGENT OF A WRITTEN BORROWING REQUEST IN A FORM APPROVED BY THE
ADMINISTRATIVE AGENT AND SIGNED BY THE APPLICABLE BORROWER. EACH SUCH
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TELEPHONIC AND WRITTEN BORROWING REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION
IN COMPLIANCE WITH SECTION 2.02:
(I) THE BORROWER REQUESTING SUCH BORROWING;
(II) THE CURRENCY AND AGGREGATE AMOUNT OF SUCH BORROWING;
(III) THE DATE OF SUCH BORROWING, WHICH SHALL BE A BUSINESS DAY;
(IV) WHETHER SUCH BORROWING IS TO BE AN ABR BORROWING, A CANADIAN PRIME
BORROWING OR A EUROCURRENCY BORROWING;
(V) IN THE CASE OF A EUROCURRENCY BORROWING, THE INITIAL INTEREST PERIOD TO BE
APPLICABLE THERETO, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION OF
THE TERM "INTEREST PERIOD"; AND
(VI) THE APPLICABLE FUNDING ACCOUNT.
If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be (i) if denominated in US Dollars, an ABR Revolving Borrowing,
or (ii) if denominated in Canadian Dollars, a Canadian Prime Revolving
Borrowing. If no Interest Period is specified with respect to any requested
Eurocurrency Revolving Borrowing, then the applicable Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.
SECTION 2.04. PROTECTIVE ADVANCES. (A)
SUBJECT TO THE LIMITATIONS SET FORTH
BELOW, THE ADMINISTRATIVE AGENT IS AUTHORIZED BY THE BORROWERS AND THE