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
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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 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