INTEREST ELECTION REQUEST AND
EVENTS OF DEFAULT AND BORROWING BASE DEFICIENCIES ON INTEREST ELECTION.
IF THE
BORROWER FAILS TO DELIVER A TIMELY INTEREST ELECTION REQUEST WITH RESPECT TO A
EURODOLLAR BORROWING PRIOR TO THE END OF THE INTEREST PERIOD APPLICABLE THERETO,
THEN, UNLESS SUCH BORROWING IS REPAID AS PROVIDED HEREIN, AT THE END OF SUCH
INTEREST PERIOD SUCH BORROWING SHALL BE CONVERTED TO AN ABR BORROWING.
NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, IF AN EVENT OF DEFAULT OR A
BORROWING BASE DEFICIENCY HAS OCCURRED AND IS CONTINUING:
(I) NO OUTSTANDING
BORROWING MAY BE CONVERTED TO OR CONTINUED AS A EURODOLLAR BORROWING (AND ANY
INTEREST ELECTION REQUEST THAT REQUESTS THE CONVERSION OF ANY BORROWING TO, OR
CONTINUATION OF ANY BORROWING AS, A EURODOLLAR BORROWING SHALL BE INEFFECTIVE)
AND (II) UNLESS REPAID, EACH EURODOLLAR BORROWING SHALL BE CONVERTED TO AN ABR
BORROWING AT THE END OF THE INTEREST PERIOD APPLICABLE THERETO.
SECTION 2.05
FUNDING OF BORROWINGS.
(A)
FUNDING BY LENDERS.
EACH LENDER SHALL MAKE EACH LOAN TO BE MADE
BY IT HEREUNDER ON THE PROPOSED DATE THEREOF BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS BY 2:00 P.M., NEW YORK CITY TIME, TO THE ACCOUNT OF THE
ADMINISTRATIVE AGENT MOST RECENTLY DESIGNATED BY IT FOR SUCH PURPOSE BY NOTICE
TO THE LENDERS.
THE ADMINISTRATIVE AGENT WILL MAKE SUCH LOANS AVAILABLE TO THE
BORROWER BY PROMPTLY CREDITING THE AMOUNTS SO RECEIVED, IN LIKE FUNDS, TO AN
ACCOUNT OF THE BORROWER MAINTAINED WITH THE ADMINISTRATIVE AGENT IN NEW YORK,
NEW YORK OR SUCH OTHER ACCOUNT DESIGNATED BY BORROWER AND DESIGNATED BY THE
BORROWER IN THE APPLICABLE BORROWING REQUEST; PROVIDED THAT ABR LOANS MADE TO
FINANCE THE REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN
SECTION 2.08(E) SHALL BE REMITTED BY THE ADMINISTRATIVE AGENT TO THE ISSUING
BANK.
NOTHING HEREIN SHALL BE DEEMED TO OBLIGATE ANY LENDER TO OBTAIN THE FUNDS
FOR ITS LOAN IN ANY PARTICULAR PLACE OR MANNER OR TO CONSTITUTE A REPRESENTATION
BY ANY LENDER THAT IT HAS OBTAINED OR WILL OBTAIN THE FUNDS FOR ITS LOAN IN ANY
PARTICULAR PLACE OR MANNER.
(B)
PRESUMPTION OF FUNDING BY THE LENDERS.
UNLESS THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED NOTICE FROM A LENDER PRIOR TO THE PROPOSED DATE OF ANY
BORROWING THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
SUCH LENDER'S SHARE OF SUCH BORROWING, THE ADMINISTRATIVE AGENT MAY ASSUME THAT
SUCH LENDER HAS MADE SUCH SHARE AVAILABLE ON SUCH DATE IN ACCORDANCE WITH
SECTION 2.05(A) AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE
BORROWER A CORRESPONDING AMOUNT.
IN SUCH EVENT, IF A LENDER HAS NOT IN FACT
MADE ITS SHARE OF THE APPLICABLE BORROWING AVAILABLE TO THE ADMINISTRATIVE
AGENT, THEN THE APPLICABLE LENDER AND THE BORROWER SEVERALLY AGREE TO PAY TO THE
ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT TOGETHER WITH
THE ACCRUED INTEREST THEREON WITHOUT DUPLICATION, FOR EACH DAY FROM AND
INCLUDING THE DATE SUCH AMOUNT IS MADE AVAILABLE TO THE BORROWER TO BUT
EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT (I) IN THE