(THE "COMMITMENT TERMINATION
NOTICE") AND (II) THE BORROWER SHALL REDUCE THE AGGREGATE OUTSTANDING AMOUNT OF
ADVANCES TO ZERO ON THE DATE SPECIFIED IN SUCH NOTICE, AND MAKE ALL PAYMENTS
REQUIRED BY SECTION 2.03(H) AT THE TIME AND IN THE MANNER SPECIFIED THEREIN.
UPON SUCH TERMINATION, THE BORROWER'S RIGHT TO REQUEST THAT ANY LENDER MAKE ANY
ADVANCES HEREUNDER SHALL SIMULTANEOUSLY TERMINATE AND THE COMMITMENT TERMINATION
DATE SHALL AUTOMATICALLY OCCUR.
(C)
EACH WRITTEN NOTICE REQUIRED TO BE DELIVERED PURSUANT TO SECTIONS
2.02(A) AND (B) SHALL BE IRREVOCABLE AND SHALL BE EFFECTIVE (I) ON THE DAY OF
RECEIPT IF RECEIVED BY THE ADMINISTRATIVE AGENT AND THE LENDERS NOT LATER THAN
2:00 P.M. (NEW YORK TIME) ON ANY BUSINESS DAY AND (II) ON THE IMMEDIATELY
SUCCEEDING BUSINESS DAY IF RECEIVED BY THE ADMINISTRATIVE
4
Agent and the Lenders after such time on such Business Day or if any such notice
is received on a day other than a Business Day (regardless of the time of day
such notice is received).
Each such notice of termination or reduction shall
specify, respectively, the amount of, or the amount of the proposed reduction
in, the Aggregate Commitment.
SECTION 2.03.
PROCEDURES FOR MAKING ADVANCES.
(A)
BORROWING REQUESTS.
EXCEPT AS PROVIDED IN SECTION 2.06(C), EACH
BORROWING SHALL BE MADE UPON NOTICE BY THE BORROWER TO THE ADMINISTRATIVE AGENT
IN THE MANNER PROVIDED HEREIN.
ANY SUCH NOTICE MUST BE GIVEN IN WRITING SO THAT
IT IS RECEIVED NO LATER THAN 12:00 NOON (NEW YORK TIME) ON THE BUSINESS DAY OF
THE PROPOSED ADVANCE DATE SET FORTH THEREIN. EACH BORROWING REQUESTED PURSUANT
TO A BORROWING REQUEST SHALL BE IN THE FORM OF AN SWING LINE ADVANCE UNTIL SUCH
SWING LINE ADVANCE IS REFUNDED OR OTHERWISE REFINANCED IN ACCORDANCE WITH
SECTION 2.01(B)(III) OR (B)(IV). EACH SUCH NOTICE (A "BORROWING REQUEST") SHALL
(I) BE SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.03(A), (II) BE IRREVOCABLE AND
(III) SPECIFY THE AMOUNT OF THE REQUESTED BORROWING (WHICH SHALL BE IN A MINIMUM
AMOUNT OF $1,000,000 OR AN INTERGRAL MULTIPLE OF $100,000 IN EXCESS OF
$1,000,000) AND THE PROPOSED ADVANCE DATE (WHICH SHALL BE A BUSINESS DAY), AND
SHALL INCLUDE SUCH OTHER INFORMATION AS MAY BE REQUIRED BY THE LENDERS AND THE
ADMINISTRATIVE AGENT.
UNLESS A LIBOR RATE DISRUPTION EVENT SHALL HAVE OCCURRED,
EACH ADVANCE SHALL BE A LIBOR RATE ADVANCE. THE ADMINISTRATIVE AGENT SHALL
REVIEW THE BORROWING BASE CERTIFICATE DELIVERED IN CONNECTION WITH EACH
BORROWING REQUEST TO CONFIRM WHETHER A FUNDING EXCESS EXISTS OR WOULD ARISE
AFTER GIVING EFFECT TO THE BORROWING REQUESTED IN THE RELATED BORROWING
REQUEST.
IF, IN CONNECTION WITH SUCH REVIEW, THE ADMINISTRATIVE AGENT
DETERMINES THAT A FUNDING EXCESS EXISTS OR WOULD ARISE AFTER GIVING EFFECT TO
THE BORROWING REQUESTED IN THE RELATED BORROWING REQUEST, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER THEREOF.
(B)
ADVANCES; PAYMENTS.
(I)
(A) THE ADMINISTRATIVE AGENT SHALL, PROMPTLY AFTER RECEIPT OF A
BORROWING REQUEST AND IN ANY EVENT PRIOR TO 12:00 NOON (NEW YORK TIME) ON THE
DATE SUCH BORROWING REQUEST IS DEEMED RECEIVED, BY TELECOPY,