SEVERALLY AGREE TO REPAY TO
THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT, TOGETHER
WITH INTEREST THEREON FOR EACH DAY FROM THE DATE SUCH AMOUNT IS MADE AVAILABLE
TO THE APPLICABLE BORROWER UNTIL THE DATE SUCH AMOUNT IS REPAID TO THE
ADMINISTRATIVE AGENT AT (I) IN THE CASE OF SUCH BORROWER, THE INTEREST RATE
APPLICABLE AT THE TIME TO THE LOANS COMPRISING SUCH BORROWING AND (II) IN THE
CASE OF SUCH LENDER, THE FEDERAL FUNDS EFFECTIVE RATE OR, IN THE CASE OF A
REVOLVING (CANADIAN) CREDIT BORROWING DENOMINATED IN CANADIAN DOLLARS, THE RATE
DETERMINED BY THE CANADIAN ADMINISTRATIVE AGENT TO REPRESENT ITS COST OF
OBTAINING OVERNIGHT CANADIAN DOLLARS.
IF SUCH LENDER SHALL REPAY TO THE
ADMINISTRATIVE AGENT SUCH CORRESPONDING AMOUNT, SUCH AMOUNT SHALL BE DEEMED TO
CONSTITUTE SUCH LENDER'S LOAN AS PART OF SUCH BORROWING FOR PURPOSES OF THIS
AGREEMENT.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE BORROWERS SHALL
NOT BE ENTITLED TO REQUEST ANY INTEREST PERIOD (OR CONTRACT PERIOD IN THE CASE
OF A B/A BORROWING) WITH RESPECT TO ANY BORROWING THAT WOULD END AFTER THE
REVOLVING CREDIT MATURITY DATE, THE TERM LOAN MATURITY DATE, THE INCREMENTAL
TERM LOAN MATURITY DATE OR THE DEPOSIT FUNDED MATURITY DATE, AS APPLICABLE.
SECTION 2.03.
NOTICE OF BORROWINGS.
TO REQUEST A BORROWING (OTHER THAN A
SWINGLINE LOAN OR A BORROWING DEEMED MADE PURSUANT TO SECTION 3.05, AS TO WHICH
THIS SECTION 2.03 SHALL NOT APPLY), THE APPLICABLE BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT WRITTEN OR FAX NOTICE SUBSTANTIALLY IN THE FORM OF
EXHIBIT K (OR TELEPHONE NOTICE PROMPTLY CONFIRMED IN WRITING OR BY FAX) (A) IN
THE CASE OF A EURODOLLAR BORROWING, NOT LATER THAN 11:00 A.M., STANDARD TIME,
THREE BUSINESS DAYS BEFORE A PROPOSED BORROWING, (B) IN THE CASE OF AN ABR TERM
BORROWING OR A B/A BORROWING, NOT LATER THAN 11:00 A.M., STANDARD TIME, ONE
BUSINESS DAY BEFORE A PROPOSED BORROWING AND
47
(c) in the case of an ABR Revolving Credit Borrowing, ABR Revolving (Canadian)
Credit Borrowing or Canadian Prime Rate Borrowing, not later than 11:00 a.m.,
Standard Time, on the day of a proposed borrowing.
Such notice shall be
irrevocable and shall in each case refer to this Agreement and specify the
following information:
(I) THE BORROWER REQUESTING SUCH BORROWING;
(II) THE TYPE (E.G., EURODOLLAR, ABR, B/A OR CANADIAN PRIME RATE) OF SUCH
BORROWING;
(III) WHETHER THE BORROWING IS TO BE A REVOLVING CREDIT BORROWING, REVOLVING
(CANADIAN) CREDIT BORROWING, TRANCHE B BORROWING, TRANCHE C BORROWING OR
INCREMENTAL TERM LOAN BORROWING;
(IV) THE AGGREGATE AMOUNT AND CURRENCY OF SUCH BORROWING;
(V) THE DATE OF SUCH BORROWING (WHICH SHALL BE A BUSINESS DAY);
(VI) IN THE CASE OF A EURODOLLAR BORROWING, THE INTEREST PERIOD WITH RESPECT
THERETO;
(VII) IN THE CASE OF A B/A BORROWING, THE CONTRACT PERIOD AND MATURITY DATE WITH
RESPECT THERETO; AND
(VIII) THE NUMBER AND LOCATION OF THE ACCOUNT TO WHICH FUNDS ARE TO BE
DISBURSED;
provided, however, that, notwithstanding any contrary specification in any such
notice, each requested Borrowing shall comply with