TERM
BORROWING;
(B)
THE DATE OF SUCH TERM BORROWING, WHICH SHALL
BE A BUSINESS DAY;
(C)
WHETHER SUCH TERM BORROWING IS TO BE AN ABR
TERM BORROWING OR A EURODOLLAR TERM BORROWING;
(D)
IN THE CASE OF A EURODOLLAR TERM BORROWING,
THE INITIAL INTEREST PERIOD TO BE APPLICABLE THERETO, WHICH SHALL BE A PERIOD
CONTEMPLATED BY THE DEFINITION OF THE TERM "INTEREST PERIOD"; PROVIDED THAT
UNTIL THE EARLIER OF (I) THE DATE ON WHICH THE ADMINISTRATIVE AGENT SHALL HAVE
NOTIFIED BORROWER THAT THE PRIMARY SYNDICATION OF THE COMMITMENTS HAS BEEN
COMPLETED AND (II) THE DATE WHICH IS 30 DAYS AFTER THE CLOSING DATE, THE
INTEREST PERIOD SHALL BE SEVEN DAYS;
(E)
THE LOCATION AND NUMBER OF THE ACCOUNT TO
WHICH FUNDS ARE TO BE DISBURSED, WHICH SHALL COMPLY WITH THE REQUIREMENTS OF
SECTION 2.02; AND
(F)
THAT THE CONDITIONS SET FORTH IN
SECTION 4.02(B)-(E) ARE SATISFIED AS OF THE DATE OF THE NOTICE.
If no election as to the Type of Term Borrowing is specified, then the requested
Term Borrowing shall be an ABR Term Borrowing.
If no Interest Period is
specified with respect to any requested Eurodollar Term Borrowing, then
Borrowers shall be deemed to have selected an Interest Period of one month's
duration (subject to the proviso in clause (d) above).
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 Term Loan to be made as part of the requested Term
Borrowing.
31
SECTION 2.04
EVIDENCE OF DEBT; REPAYMENT OF TERM LOANS.
(A)
BORROWERS HEREBY UNCONDITIONALLY PROMISE TO
PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH TERM LOAN LENDER, THE
PRINCIPAL AMOUNT OF EACH TERM LOAN OF SUCH TERM LOAN LENDER AS PROVIDED IN
SECTION 2.09.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE
WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF
BORROWER TO SUCH LENDER RESULTING FROM EACH TERM LOAN MADE BY SUCH LENDER FROM
TIME TO TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID
TO SUCH LENDER FROM TIME TO TIME UNDER THIS AGREEMENT.
THE ADMINISTRATIVE AGENT
SHALL MAINTAIN ACCOUNTS IN WHICH IT WILL RECORD (I) THE AMOUNT OF EACH TERM LOAN
MADE HEREUNDER AND THE TYPE THEREOF AND THE INTEREST PERIOD APPLICABLE THERETO;
(II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE
AND PAYABLE FROM BORROWERS TO EACH LENDER HEREUNDER; AND (III) THE AMOUNT OF ANY
SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT OF THE
LENDERS AND EACH LENDER'S SHARE THEREOF.
THE ENTRIES MADE IN THE ACCOUNTS
MAINTAINED PURSUANT TO THIS PARAGRAPH SHALL BE PRIMA FACIE EVIDENCE OF THE
EXISTENCE AND AMOUNTS OF THE OBLIGATIONS THEREIN RECORDED; PROVIDED THAT THE
FAILURE OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO MAINTAIN SUCH ACCOUNTS OR
ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATIONS OF BORROWERS TO
REPAY THE TERM LOANS IN ACCORDANCE WITH THEIR TERMS.