SHALL BE PAYABLE TO THE PARTICIPANT FROM AND AFTER SUCH DATE AND
(Y) AT THE TIME ANY PURCHASE OF PARTICIPATIONS PURSUANT TO THIS SENTENCE IS
ACTUALLY MADE, THE PURCHASING RL LENDER SHALL BE REQUIRED TO PAY THE SWINGLINE
LENDER INTEREST ON THE PRINCIPAL AMOUNT OF PARTICIPATION PURCHASED FOR EACH DAY
FROM AND INCLUDING THE DAY UPON WHICH THE MANDATORY BORROWING WOULD OTHERWISE
HAVE OCCURRED TO BUT EXCLUDING THE DATE OF PAYMENT FOR SUCH PARTICIPATION, AT
THE OVERNIGHT FEDERAL FUNDS RATE FOR THE FIRST THREE DAYS AND AT THE INTEREST
RATE OTHERWISE APPLICABLE TO REVOLVING LOANS MAINTAINED AS BASE RATE LOANS
HEREUNDER FOR EACH DAY THEREAFTER.
2.02.
NOTICE OF BORROWING.
(A)
WHENEVER THE BORROWER DESIRES TO INCUR (X) EURODOLLAR LOANS
HEREUNDER, IT SHALL GIVE THE ADMINISTRATIVE AGENT WRITTEN NOTICE (OR TELEPHONIC
NOTICE PROMPTLY CONFIRMED IN WRITING) AT THE NOTICE OFFICE AT LEAST TWO (2)
BUSINESS DAYS' PRIOR NOTICE OF EACH EURODOLLAR LOAN TO BE INCURRED HEREUNDER AND
(Y) BASE RATE LOANS HEREUNDER (EXCLUDING SWINGLINE LOANS AND REVOLVING LOANS
MADE PURSUANT TO A MANDATORY BORROWING), IT SHALL GIVE THE ADMINISTRATIVE AGENT
AT THE NOTICE OFFICE AT LEAST ONE BUSINESS DAY'S PRIOR NOTICE OF EACH BASE RATE
LOAN TO BE INCURRED HEREUNDER, PROVIDED THAT (IN EACH CASE) ANY SUCH NOTICE
SHALL BE DEEMED TO HAVE BEEN GIVEN ON A CERTAIN DAY ONLY IF GIVEN BEFORE 12:00
NOON (NEW YORK TIME) ON SUCH DAY.
EACH SUCH NOTICE (EACH, A "NOTICE OF
BORROWING"), EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.09, SHALL BE
IRREVOCABLE AND SHALL BE IN WRITING, OR BY TELEPHONE PROMPTLY CONFIRMED IN
WRITING, IN THE FORM OF EXHIBIT A-1, APPROPRIATELY COMPLETED TO SPECIFY (I) THE
DATE OF THE BORROWING (WHICH SHALL BE A BUSINESS DAY AFTER THE EFFECTIVE DATE
BUT, IN THE CASE OF THE INITIAL BORROWING DATE, NO LATER THAN NOVEMBER 30,
2006), (II) THE AMOUNT OF THE BORROWING, (III) WHETHER THE LOANS BEING INCURRED
PURSUANT TO SUCH BORROWING ARE TO BE INITIALLY MAINTAINED AS BASE RATE LOANS OR,
TO THE EXTENT PERMITTED HEREUNDER, EURODOLLAR LOANS AND, IF EURODOLLAR LOANS,
THE INITIAL INTEREST PERIOD TO BE APPLICABLE THERETO.
THE ADMINISTRATIVE AGENT
SHALL PROMPTLY GIVE EACH LENDER WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY
CONFIRMED IN WRITING) OF THE BORROWING OF THE LOANS AND OF THE OTHER MATTERS
COVERED BY THE NOTICE OF BORROWING.
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(B)
(I)
WHENEVER THE BORROWER DESIRES TO INCUR SWINGLINE LOANS
HEREUNDER, THE BORROWER SHALL GIVE THE SWINGLINE LENDER NO LATER THAN 1:00 P.M.
(NEW YORK TIME) ON THE DATE THAT A SWINGLINE LOAN IS TO BE INCURRED, WRITTEN
NOTICE OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING OF EACH SWINGLINE LOAN
TO BE INCURRED HEREUNDER.
EACH SUCH NOTICE SHALL BE IRREVOCABLE AND SPECIFY IN
EACH CASE (A) THE DATE OF BORROWING (WHICH SHALL BE A BUSINESS DAY), AND (B) THE
AGGREGATE PRINCIPAL AMOUNT OF THE SWINGLINE LOANS TO BE INCURRED PURSUANT TO
SUCH BORROWING.
(II)
MANDATORY BORROWINGS SHALL BE MADE UPON THE NOTICE SPECIFIED IN
SECTION 2.01(C), WITH THE BORROWER IRREVOCABLY AGREEING, BY ITS INCURRENCE OF
ANY SWINGLINE