FORTH, EACH LENDER SEVERALLY AGREES TO MAKE LOANS
(INCLUDING, WITH RESPECT TO ALTERNATIVE CURRENCY LOANS, THROUGH ANY AFFILIATE OF
SUCH LENDER) (I) DENOMINATED IN DOLLARS TO THE BORROWER, (II) DENOMINATED IN
CANADIAN DOLLARS TO THE CANADIAN SUBSIDIARY, (III) DENOMINATED IN EUROS TO THE
IRISH SUBSIDIARY, (IV) DENOMINATED IN DOLLARS TO THE BAHAMIAN SUBSIDIARY OR (V)
DENOMINATED IN THE APPLICABLE ALTERNATIVE CURRENCY DESIGNATED BY ANY OTHER
SUBSIDIARY BORROWER, IN AN AGGREGATE AMOUNT UP TO BUT NOT EXCEEDING SUCH
LENDER'S COMMITMENT AS SET FORTH OPPOSITE ITS NAME ON SCHEDULE 2.1A ANNEXED
HERETO; PROVIDED THAT AFTER GIVING EFFECT TO THE MAKING OF ANY LOANS, (I) THE
TOTAL UTILIZATION OF COMMITMENTS SHALL NOT EXCEED THE COMMITMENTS AND (II) THE
AGGREGATE DOLLAR AMOUNT OF ALL ALTERNATIVE CURRENCY LOANS SHALL NOT EXCEED THE
ALTERNATIVE CURRENCY SUBLIMIT.
(II)
EACH LENDER'S COMMITMENT SHALL EXPIRE ON THE MATURITY DATE
APPLICABLE TO SUCH LENDER AND ALL LOANS AND ALL OTHER AMOUNTS OWED HEREUNDER
WITH RESPECT TO THE LOANS AND THE COMMITMENT OF SUCH LENDER SHALL BE PAID IN
FULL NO LATER THAN SUCH DATE.
AMOUNTS BORROWED PURSUANT TO THIS SECTION 2.1A
MAY BE REPAID AND REBORROWED DURING THE COMMITMENT PERIOD.
B.
BORROWING MECHANICS.
(I)
EXCEPT PURSUANT TO 2.2D, EACH BORROWING SHALL AT ALL TIMES BE IN
MINIMUM AMOUNT OF $5,000,000 OR HIGHER INTEGRAL MULTIPLES OF 1,000,000 UNITS OF
THE APPLICABLE CURRENCY.
(II)
WHENEVER ANY CREDIT PARTY DESIRES THAT THE LENDERS MAKE LOANS,
SUCH CREDIT PARTY SHALL DELIVER TO ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS
A FULLY EXECUTED AND DELIVERED NOTICE OF BORROWING (A) IN THE CASE OF LIBOR RATE
LOANS DENOMINATED IN DOLLARS, NOT LATER THAN 11:00 A.M. (NEW YORK CITY TIME), AT
LEAST THREE (3) BUSINESS DAYS IN ADVANCE OF THE PROPOSED CREDIT DATE; (B) IN THE
CASE OF LIBOR RATE LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY, NOT LATER THAN
11:00 A.M. (NEW YORK CITY TIME), AT LEAST FOUR (4) BUSINESS DAYS IN ADVANCE OF
THE PROPOSED CREDIT DATE; OR (C) IN THE CASE OF BASE RATE LOANS, NOT LATER THAN
11:00 A.M. (NEW YORK CITY TIME), ON THE PROPOSED CREDIT DATE.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, A NOTICE OF BORROWING FOR LIBOR RATE LOANS SHALL BE
IRREVOCABLE ON AND AFTER THE RELATED INTEREST RATE DETERMINATION DATE, AND THE
APPLICABLE CREDIT PARTY SHALL BE BOUND TO BORROW SUCH LOANS IN ACCORDANCE
THEREWITH.
EACH NOTICE OF BORROWING SHALL SPECIFY THE FOLLOWING INFORMATION:
(A)
THE CURRENCY;
(B)
THE AGGREGATE AMOUNT (IN THE APPLICABLE CURRENCY) OF SUCH LOANS;
(C)
THE CREDIT DATE OF SUCH LOANS, WHICH SHALL BE A BUSINESS DAY;
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(D)
WHETHER SUCH LOANS ARE TO BE BASE RATE LOANS OR LIBOR RATE LOANS;
(E)
IN THE CASE OF LIBOR RATE LOANS, THE INITIAL INTEREST PERIOD TO BE
APPLICABLE THERETO; AND
(F)
THE LOCATION AND NUMBER OF THE CREDIT PARTY'S ACCOUNT, AS
APPLICABLE, TO WHICH FUNDS ARE TO BE DISBURSED.
(III)
NOTICE OF RECEIPT OF EACH NOTICE OF BORROWING, TOGETHER WITH THE
AMOUNT OF EACH LENDER'S PRO RATA SHARE THEREOF, IF ANY, TOGETHER WITH THE
APPLICABLE INTEREST RATE,