BORROWING OR CONVERSION.
EACH SUCH
REQUEST SHALL BE MADE BY AN AUTHORIZED OFFICER DELIVERING WRITTEN NOTICE OF SUCH
REQUEST SUBSTANTIALLY IN THE FORM OF EXHIBIT B HERETO (EACH SUCH NOTICE, A
"NOTICE OF BORROWING, CONTINUATION OR CONVERSION") OR BY TELEPHONE (TO BE
CONFIRMED IMMEDIATELY IN WRITING BY DELIVERY OF AN AUTHORIZED OFFICER OF A
NOTICE OF BORROWING, CONTINUATION OR CONVERSION), AND IN ANY EVENT EACH SUCH
REQUEST SHALL BE IRREVOCABLE AND SHALL SPECIFY (A) THE AGGREGATE PRINCIPAL
AMOUNT OF THE LOANS TO BE MADE (WHICH SHALL BE IN THE MINIMUM BORROWING AMOUNT)
PURSUANT TO SUCH BORROWING OR, IF APPLICABLE, THE BORROWINGS TO BE CONTINUED OR
CONVERTED, (B) THE DATE OF THE BORROWING, CONTINUATION OR CONVERSION (WHICH
SHALL BE A BUSINESS DAY), (C) WHETHER THE BORROWING WILL CONSIST OF BASE RATE
LOANS OR EURODOLLAR LOANS OR, IN THE CASE OF A CONTINUATION OR CONVERSION, THE
LOANS TO BE CONTINUED OR CONVERTED, AND (D) IF APPLICABLE, THE INITIAL INTEREST
PERIOD THERETO OR, IN THE CASE OF A CONTINUATION, THE NEW INTEREST PERIOD.
WITHOUT IN ANY WAY LIMITING THE OBLIGATION OF THE BORROWER TO CONFIRM IN WRITING
ANY TELEPHONIC NOTICE PERMITTED TO BE GIVEN HEREUNDER, THE ADMINISTRATIVE AGENT
MAY ACT PRIOR TO RECEIPT OF WRITTEN CONFIRMATION WITHOUT LIABILITY UPON THE
BASIS OF SUCH TELEPHONIC NOTICE BELIEVED BY THE ADMINISTRATIVE AGENT IN GOOD
FAITH TO BE FROM AN AUTHORIZED OFFICER ENTITLED TO GIVE TELEPHONIC NOTICES UNDER
THIS AGREEMENT ON BEHALF OF THE BORROWER.
IN EACH SUCH CASE, THE ADMINISTRATIVE
AGENT'S RECORD OF THE TERMS OF SUCH TELEPHONIC NOTICE SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
(C)
MINIMUM BORROWING AMOUNT.
THE AGGREGATE PRINCIPAL AMOUNT OF EACH
BORROWING BY THE BORROWER SHALL NOT BE LESS THAN THE MINIMUM BORROWING AMOUNT.
NO PARTIAL CONVERSION OF A BORROWING OF EURODOLLAR LOANS SHALL REDUCE THE
OUTSTANDING PRINCIPAL AMOUNT OF THE EURODOLLAR LOANS MADE PURSUANT TO SUCH
BORROWING TO LESS THAN THE MINIMUM BORROWING AMOUNT APPLICABLE THERETO.
(D)
MAXIMUM BORROWINGS.
MORE THAN ONE BORROWING MAY BE INCURRED BY
THE BORROWER ON ANY DAY, PROVIDED THAT (I) IF THERE ARE TWO OR MORE BORROWINGS
ON A SINGLE DAY BY THE BORROWER THAT CONSIST OF EURODOLLAR LOANS, EACH SUCH
BORROWING SHALL HAVE A DIFFERENT INITIAL INTEREST PERIOD, AND (II) AT NO TIME
SHALL THERE BE MORE THAN SIX BORROWINGS OF EURODOLLAR LOANS OUTSTANDING
HEREUNDER.
(E)
NOTICE TO LENDERS. THE ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE
EACH LENDER WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING)
OF (I) EACH PROPOSED BORROWING, (II) SUCH LENDER'S PROPORTIONATE SHARE THEREOF
AND (III) THE OTHER MATTERS COVERED BY THE NOTICE OF BORROWING, CONTINUATION OR
CONVERSION RELATING THERETO.
SECTION 2.3
DISBURSEMENT OF FUNDS.
(A)
LOANS TO BE MADE PRO RATA.
THE OBLIGATION OF EACH LENDER TO MAKE
LOANS HEREUNDER AND THE COMMITMENT OF EACH LENDER ARE SEVERAL AND NOT JOINT
OBLIGATIONS.
ALL BORROWINGS SHALL BE MADE BY THE LENDERS PRO RATA ON THE BASIS
OF THEIR RESPECTIVE COMMITMENTS. IT IS UNDERSTOOD THAT NO LENDER SHALL BE
RESPONSIBLE FOR ANY DEFAULT BY ANY OTHER LENDER IN ITS OBLIGATION TO