BE INCURRED BY THE RESPECTIVE TRANCHE 2/3 BORROWER FROM THE
LENDERS PRO RATA ON THE BASIS OF THEIR RESPECTIVE TRANCHE 2 COMMITMENTS OR
TRANCHE 3 COMMITMENTS, AS THE CASE MAY BE.
THE FAILURE OF ANY LENDER TO MAKE
ANY LOANS REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATIONS HEREUNDER.
30
(B)
SUBJECT TO SECTION 2.13, EACH BORROWING SHALL BE COMPRISED
ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS THE RESPECTIVE TRANCHE 2/3 BORROWER
MAY REQUEST IN ACCORDANCE HEREWITH.
EACH LENDER AT ITS OPTION MAY MAKE ANY
EURODOLLAR LOAN BY CAUSING ANY DOMESTIC OR FOREIGN BRANCH OR AFFILIATE OF SUCH
LENDER TO MAKE SUCH LOAN; PROVIDED THAT ANY EXERCISE OF SUCH OPTION SHALL NOT
AFFECT THE OBLIGATION OF THE RESPECTIVE TRANCHE 2/3 BORROWER TO REPAY SUCH LOAN
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD FOR ANY EURODOLLAR
BORROWING, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL
MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000.
AT THE TIME THAT EACH ABR
BORROWING IS MADE, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN
INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000.
BORROWINGS OF
MORE THAN ONE TYPE MAY BE OUTSTANDING AT THE SAME TIME UNDER EACH RESPECTIVE
TRANCHE; PROVIDED THAT THERE SHALL NOT AT ANY TIME BE MORE THAN A TOTAL OF TEN
EURODOLLAR BORROWINGS OUTSTANDING IN THE AGGREGATE FOR ALL TRANCHES.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO TRANCHE
2/3 BORROWER SHALL BE ENTITLED TO REQUEST, OR TO ELECT TO CONVERT OR CONTINUE,
ANY BORROWING IF THE INTEREST PERIOD REQUESTED WITH RESPECT THERETO WOULD END
AFTER THE COMMITMENT EXPIRATION DATE.
SECTION 2.03.
REQUESTS FOR BORROWINGS.
TO REQUEST A BORROWING, A TRANCHE 2/3
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE (A)
IN THE CASE OF A EURODOLLAR BORROWING, NOT LATER THAN 10:00 A.M., 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.
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 THE FORM
OF EXHIBIT A APPROPRIATELY COMPLETED AND SIGNED BY SUCH TRANCHE 2/3 BORROWER.
EACH SUCH TELEPHONIC AND WRITTEN BORROWING REQUEST SHALL SPECIFY THE FOLLOWING
INFORMATION IN COMPLIANCE WITH SECTION 2.02:
(I)
THE AGGREGATE PRINCIPAL AMOUNT OF THE REQUESTED BORROWING;
(II)
THE DATE OF SUCH BORROWING, WHICH SHALL BE A BUSINESS DAY;
(III)
WHETHER SUCH BORROWING SHALL CONSIST OF TRANCHE 2 LOANS OR
TRANCHE 3 LOANS;
(IV)
WHETHER SUCH BORROWING IS TO BE AN ABR BORROWING OR A EURODOLLAR
BORROWING;
(V)
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"; AND
(VI)