AGENT SHALL
PROMPTLY GIVE EACH REVOLVING CREDIT LENDER NOTICE OF SUCH PROPOSED BORROWING, OF
SUCH LENDER'S PROPORTIONATE SHARE THEREOF AND OF THE OTHER MATTERS REQUIRED BY
THE SECOND IMMEDIATELY PRECEDING SENTENCE TO BE SPECIFIED IN THE NOTICE OF
BORROWING.
EACH NOTICE OF BORROWING SHALL BE IRREVOCABLE BY AND BINDING ON THE
BORROWER.
(II)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT IN WRITING OF
THE NAMES OF THE OFFICERS AUTHORIZED TO REQUEST REVOLVING LOANS ON BEHALF OF THE
BORROWER, AND SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH A SPECIMEN SIGNATURE
OF EACH SUCH OFFICER.
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY
CONCLUSIVELY ON SUCH OFFICERS' AUTHORITY TO REQUEST REVOLVING LOANS ON BEHALF OF
THE BORROWER UNTIL THE ADMINISTRATIVE AGENT RECEIVES WRITTEN NOTICE TO THE
CONTRARY. THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO VERIFY THE AUTHENTICITY
OF THE SIGNATURE APPEARING ON ANY NOTICE OF BORROWING OR OTHER WRITING DELIVERED
PURSUANT TO THIS SECTION 2.3(A) AND, WITH RESPECT TO AN ORAL REQUEST FOR
REVOLVING LOANS, THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO VERIFY THE
IDENTITY OF ANY INDIVIDUAL REPRESENTING HIMSELF AS ONE OF THE OFFICERS
AUTHORIZED TO MAKE SUCH REQUEST ON BEHALF OF THE BORROWER.
NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF THE LENDERS SHALL INCUR ANY LIABILITY TO THE
BORROWER AS A RESULT OF ACTING UPON ANY TELEPHONIC NOTICE REFERRED TO IN THIS
SECTION 2.3(A) WHICH NOTICE THE ADMINISTRATIVE AGENT BELIEVES IN GOOD FAITH TO
HAVE BEEN GIVEN BY A DULY AUTHORIZED OFFICER OR OTHER INDIVIDUAL AUTHORIZED TO
REQUEST REVOLVING LOANS ON BEHALF OF THE BORROWER OR FOR OTHERWISE ACTING
REASONABLY AND IN GOOD FAITH UNDER THIS SECTION 2.3(A) AND, UPON THE FUNDING OF
REVOLVING LOANS BY THE LENDERS IN ACCORDANCE WITH THIS CREDIT AGREEMENT,
PURSUANT TO ANY SUCH TELEPHONIC NOTICE, THE BORROWER SHALL BE DEEMED TO HAVE
MADE A BORROWING OF SUCH REVOLVING LOANS HEREUNDER.
(III)
IN A NOTICE OF BORROWING, THE BORROWER MAY REQUEST ONE OR MORE
BORROWINGS ON A SINGLE DAY.
EACH SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT
FOR ALL LENDERS OF NOT LESS THAN $1,000,000 IN THE CASE OF EURODOLLAR RATE
LOANS.
UNLESS OTHERWISE REQUESTED IN THE APPLICABLE NOTICE OF BORROWING, ALL
REVOLVING LOANS SHALL BE BASE RATE LOANS.
ALL TERM LOANS AND REVOLVING LOANS
MADE (OR DEEMED MADE) ON THE EFFECTIVE DATE SHALL INITIALLY BE BASE RATE LOANS
AND THEREAFTER MAY BE CONTINUED AS BASE RATE LOANS OR CONVERTED INTO EURODOLLAR
RATE LOANS, IN THE MANNER PROVIDED IN SECTION 4.3(B).
THE RIGHT OF THE BORROWER
TO CHOOSE EURODOLLAR RATE LOANS IS SUBJECT TO THE PROVISIONS OF
SECTION 2.3(A)(V) AND 4.3(C).
53
(IV)
UPON THE ADMINISTRATIVE AGENT'S RECEIPT OF ONE OR MORE NOTICES OF
BORROWING WITH RESPECT TO THE REVOLVING LOANS TO BE MADE ON ANY GIVEN DATE, THE
ADMINISTRATIVE AGENT SHALL GIVE EACH LENDER PROMPT NOTICE BY TELEPHONE OR
FACSIMILE TRANSMISSION OF SUCH NOTICE OF BORROWING.
SUBJECT TO THE REASONABLE
DETERMINATION BY THE ADMINISTRATIVE AGENT THAT THE APPLICABLE CONDITIONS FOR
BORROWING CONTAINED IN ARTICLE 5 ARE SATISFIED, EACH REVOLVING CREDIT LENDER
SHALL