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 2.4
LETTERS OF CREDIT.
(a)
LC Issuances.
Subject to and upon the terms and conditions set
forth herein, the Borrower may request an LC Issuer at any time and from time to
time to issue, for the account of
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the Borrower, and each LC Issuer agrees to issue from time to time, Letters of
Credit in a form acceptable to such LC Issuer and the Administrative Agent and
denominated and payable in Dollars; provided, however, that notwithstanding the
foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the
LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving
Facility Exposure of any Lender would exceed such Lender's Commitment, (iii) the
Aggregate Revolving Facility Exposure would exceed the Total Commitment, or
(iv) the Borrower would be required to prepay Loans or cash collateralize
Letters of Credit pursuant to Section 4.3(a).