BORROWER TO BUT EXCLUDING THE
DATE SUCH AMOUNT IS REPAID TO THE ADMINISTRATIVE AGENT AT (I) IN THE CASE OF THE
BORROWER, A RATE PER ANNUM EQUAL TO THE INTEREST RATE APPLICABLE AT THE TIME TO
THE LOANS COMPRISING SUCH BORROWING AND (II) IN THE CASE OF SUCH LENDER, A RATE
DETERMINED BY THE ADMINISTRATIVE AGENT TO REPRESENT ITS COST OF OVERNIGHT OR
SHORT-TERM FUNDS (WHICH DETERMINATION SHALL BE CONCLUSIVE ABSENT MANIFEST
ERROR). IF SUCH LENDER SHALL REPAY TO THE ADMINISTRATIVE AGENT SUCH
CORRESPONDING AMOUNT, SUCH AMOUNT SHALL CONSTITUTE SUCH LENDER'S LOAN AS PART OF
SUCH BORROWING FOR PURPOSES OF THIS AGREEMENT.
SECTION 2.03. BORROWING PROCEDURE. IN ORDER TO REQUEST THE BORROWING, THE
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE
(A) IN THE CASE OF A EURODOLLAR BORROWING, NOT LATER THAN 11:00 A.M., NEW
YORK CITY TIME, THREE BUSINESS DAYS BEFORE THE PROPOSED BORROWING, AND (B) IN
THE CASE OF AN ABR BORROWING, NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ONE
BUSINESS DAY BEFORE THE PROPOSED BORROWING. A TELEPHONIC BORROWING REQUEST SHALL
BE IRREVOCABLE, AND SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR FAX TO THE
ADMINISTRATIVE AGENT OF A WRITTEN BORROWING REQUEST AND SHALL SPECIFY THE
FOLLOWING INFORMATION: (I) WHETHER SUCH BORROWING IS TO BE A EURODOLLAR
BORROWING OR AN ABR BORROWING; (II) THE DATE OF SUCH BORROWING (WHICH SHALL BE A
BUSINESS DAY); (III) THE NUMBER AND LOCATION OF THE ACCOUNT TO WHICH FUNDS ARE
TO BE DISBURSED; (IV) THE AMOUNT OF SUCH BORROWING; AND (V) IF SUCH BORROWING IS
TO BE A EURODOLLAR BORROWING, THE INTEREST PERIOD WITH RESPECT THERETO. IF NO
ELECTION AS TO THE TYPE OF BORROWING IS SPECIFIED IN ANY SUCH NOTICE, THEN THE
REQUESTED BORROWING SHALL BE AN ABR BORROWING. IF NO INTEREST PERIOD WITH
RESPECT TO ANY EURODOLLAR BORROWING IS SPECIFIED IN SUCH NOTICE, THEN THE
BORROWER SHALL BE DEEMED TO HAVE SELECTED AN INTEREST PERIOD OF ONE MONTH'S
DURATION. THE ADMINISTRATIVE AGENT SHALL PROMPTLY ADVISE THE APPLICABLE LENDERS
OF ANY NOTICE GIVEN PURSUANT TO THIS SECTION 2.03 (AND THE CONTENTS THEREOF),
AND OF EACH LENDER'S PORTION OF THE REQUESTED BORROWING.
SECTION 2.04. EVIDENCE OF DEBT; REPAYMENT OF LOANS. (A)
THE BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
EACH LENDER THE OUTSTANDING PRINCIPAL AMOUNT OF EACH LOAN OF SUCH LENDER ON THE
MATURITY DATE.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN
ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWER TO SUCH LENDER
RESULTING FROM THE LOAN MADE BY SUCH LENDER HEREUNDER, INCLUDING THE AMOUNTS OF
PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME UNDER
THIS AGREEMENT.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT WILL RECORD
(I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE TYPE THEREOF AND, IF APPLICABLE,
THE
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INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST
DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE