REQUEST BY TELEPHONE (A) IN THE
CASE OF A EURODOLLAR BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME,
THREE BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED BORROWING OR (B) IN THE CASE
OF AN ABR BORROWING, NOT LATER THAN (1) 10:30 A.M., NEW YORK CITY TIME, ON THE
BUSINESS DAY OF THE PROPOSED BORROWING, IN THE CASE OF BORROWINGS TO BE MADE ON
THE SAME DAY AS SUCH NOTICE IS GIVEN OR (2) 12:00 NOON, NEW YORK CITY TIME, ON
THE BUSINESS DAY BEFORE THE PROPOSED BORROWING, IN THE CASE OF ALL OTHER
BORROWINGS.
EACH SUCH TELEPHONIC BORROWING REQUEST SHALL BE IRREVOCABLE AND
SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR TELECOPY TO THE ADMINISTRATIVE
AGENT OF A WRITTEN BORROWING REQUEST IN A FORM APPROVED BY THE ADMINISTRATIVE
AGENT AND SIGNED BY THE BORROWER.
EACH SUCH TELEPHONIC AND WRITTEN BORROWING
REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION IN COMPLIANCE WITH SECTION 2.02:
(I) WHETHER THE REQUESTED BORROWING IS TO BE A REVOLVING BORROWING, A TRANCHE 1
TERM BORROWING, A TRANCHE 2 TERM BORROWING OR A TRANCHE 3 TERM BORROWING;
(II) THE 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 OR A EURODOLLAR BORROWING;
(V) IN THE CASE OF A EURODOLLAR BORROWING, THE INITIAL INTEREST PERIOD TO BE
APPLICABLE THERETO, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION OF
THE TERM "INTEREST PERIOD"; AND
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(VI) THE LOCATION AND NUMBER OF THE BORROWER'S ACCOUNT TO WHICH FUNDS ARE TO BE
DISBURSED, WHICH SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 2.06.
If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the 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.
SWINGLINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER MAY, IN ITS SOLE DISCRETION, MAKE SWINGLINE
LOANS TO THE BORROWER FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY PERIOD
IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN
(I) THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE LOANS EXCEEDING
$100,000,000 OR (II) THE SUM OF THE TOTAL REVOLVING EXPOSURES EXCEEDING THE
LESSER OF (A) THE TOTAL REVOLVING COMMITMENTS AT SUCH TIME AND (B) THE BORROWING
BASE AMOUNT IN EFFECT AT SUCH TIME MINUS THE SUM OF (1) THE OUTSTANDING TRANCHE
1 TERM LOANS AT SUCH TIME, (2) PRIOR TO THE BORROWING BASE DATE, ZERO AND FROM
AND AFTER THE BORROWING BASE DATE, THE OUTSTANDING TRANCHE 2 TERM LOANS AT SUCH
TIME AND (3) THE OUTSTANDING TRANCHE 3