INTEREST
PERIOD OF EACH LOAN MADE BY EACH LENDER, AND ALL PAYMENTS MADE ON ACCOUNT OF THE
PRINCIPAL THEREOF, SHALL BE RECORDED BY SUCH LENDER ON ITS BOOKS FOR ITS NOTE,
AND, PRIOR TO ANY TRANSFER, MAY BE ENDORSED BY SUCH LENDER ON A SCHEDULE
ATTACHED TO SUCH NOTE OR ANY CONTINUATION THEREOF OR ON ANY SEPARATE RECORD
MAINTAINED BY SUCH LENDER.
FAILURE TO MAKE ANY SUCH NOTATION OR TO ATTACH A
SCHEDULE SHALL NOT AFFECT ANY LENDER'S OR THE BORROWER'S RIGHTS OR OBLIGATIONS
IN RESPECT OF SUCH LOANS OR AFFECT THE VALIDITY OF SUCH TRANSFER BY ANY LENDER
OF ITS NOTE.
SECTION 2.03
REQUESTS FOR BORROWINGS.
TO REQUEST A BORROWING, THE
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE OR
E-MAIL, WITH RESPECT TO THE INITIAL BORROWING ON THE DATE OF CLOSING, AND
BY
TELEPHONE OR E-MAIL, WITH RESPECT TO EACH SUBSEQUENT BORROWING, (A) IN THE CASE
OF A EURODOLLAR BORROWING, NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, THREE
BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED BORROWING OR (B) IN THE CASE OF AN
ABR BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, ON THE DATE OF THE
PROPOSED BORROWING; PROVIDED THAT NO SUCH NOTICE SHALL BE REQUIRED FOR ANY
DEEMED REQUEST OF AN ABR BORROWING TO FINANCE THE REIMBURSEMENT OF AN LC
DISBURSEMENT AS PROVIDED IN SECTION 2.08(E).
EACH SUCH TELEPHONIC BORROWING
REQUEST SHALL BE IRREVOCABLE AND SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR
TELECOPY TO THE ADMINISTRATIVE AGENT OF A WRITTEN BORROWING REQUEST IN
SUBSTANTIALLY THE FORM OF EXHIBIT B AND SIGNED BY THE BORROWER.
EACH SUCH
TELEPHONIC AND WRITTEN BORROWING REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION
IN COMPLIANCE WITH SECTION 2.02:
(I)
THE AGGREGATE AMOUNT OF THE REQUESTED
BORROWING;
(II)
THE DATE OF SUCH BORROWING, WHICH SHALL BE
A BUSINESS DAY;
(III)
WHETHER SUCH BORROWING IS TO BE AN ABR
BORROWING OR A EURODOLLAR BORROWING;
(IV)
IN THE CASE OF A EURODOLLAR BORROWING, THE
INITIAL INTEREST PERIOD TO BE APPLICABLE THERETO, WHICH SHALL BE A PERIOD
CONTEMPLATED BY THE DEFINITION OF THE TERM "INTEREST PERIOD";
(V)
THE AMOUNT OF THE THEN EFFECTIVE BORROWING
BASE, THE CURRENT TOTAL REVOLVING CREDIT EXPOSURES (WITHOUT REGARD TO THE
REQUESTED BORROWING) AND THE PRO FORMA TOTAL REVOLVING CREDIT EXPOSURES (GIVING
EFFECT TO THE REQUESTED BORROWING); AND
(VI)
THE LOCATION AND NUMBER OF THE BORROWER'S
ACCOUNT TO WHICH FUNDS ARE TO BE DISBURSED, WHICH SHALL COMPLY WITH THE
REQUIREMENTS OF SECTION 2.05.
If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration.
Each Borrowing
Request shall constitute a representation that the amount of
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the requested Borrowing shall not cause the total Revolving Credit Exposures to
exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit
Amounts and the then effective