DATE OF THE PROPOSED BORROWING OR
(B) BY TELEPHONE IN THE CASE OF AN ABR BORROWING, NOT LATER THAN 12:00 NOON, NEW
YORK CITY TIME, ONE (1) BUSINESS DAY BEFORE THE DATE OF THE PROPOSED BORROWING;
PROVIDED THAT ANY SUCH NOTICE OF AN ABR REVOLVING BORROWING TO FINANCE THE
REIMBURSEMENT OF AN LC DISBURSEMENT AS CONTEMPLATED BY SECTION 2.06(E) MAY BE
GIVEN NOT LATER THAN 10:00 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 A FORM APPROVED BY THE ADMINISTRATIVE
AGENT (IN ITS GOOD FAITH, REASONABLE JUDGMENT) AND SIGNED BY THE APPLICABLE
BORROWER, OR THE COMPANY ON BEHALF OF THE SWISS BORROWER.
EACH SUCH TELEPHONIC
AND WRITTEN BORROWING REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION IN
COMPLIANCE WITH SECTION 2.02:
(I)
THE AGGREGATE AMOUNT OF THE REQUESTED BORROWING;
(II)
THE DATE OF SUCH BORROWING, WHICH SHALL BE A BUSINESS DAY;
(III)
WHETHER SUCH BORROWING IS TO BE AN ABR BORROWING OR A EUROCURRENCY
BORROWING;
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(IV)
IN THE CASE OF A EUROCURRENCY BORROWING, THE AGREED CURRENCY AND INITIAL
INTEREST PERIOD TO BE APPLICABLE THERETO, WHICH SHALL BE A PERIOD CONTEMPLATED
BY THE DEFINITION OF THE TERM "INTEREST PERIOD"; AND
(V)
THE LOCATION AND NUMBER OF THE APPLICABLE BORROWER'S ACCOUNT TO WHICH FUNDS
ARE TO BE DISBURSED, WHICH SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 2.07.
If no election as to the Type of Revolving Borrowing is specified, then, in the
case of a Borrowing denominated in Dollars to the Company, the requested
Revolving Borrowing shall be an ABR Borrowing.
If no Interest Period is
specified with respect to any requested Eurocurrency Revolving Borrowing, then
the relevant Borrower shall be deemed to have selected an Interest Period of one
month's duration.
Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.
SECTION 2.04.
DETERMINATION OF DOLLAR AMOUNTS.
THE ADMINISTRATIVE AGENT WILL
REASONABLY DETERMINE THE DOLLAR AMOUNT OF:
(A)
EACH EUROCURRENCY BORROWING AS OF THE DATE THREE (3) BUSINESS DAYS PRIOR TO
THE DATE OF SUCH BORROWING OR, IF APPLICABLE, THE DATE OF
CONVERSION/CONTINUATION OF ANY BORROWING AS A EUROCURRENCY BORROWING,
(B)
THE LC EXPOSURE AS OF THE DATE OF EACH REQUEST FOR THE ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT, AND
(C)
ALL OUTSTANDING CREDIT EVENTS ON AND AS OF THE LAST BUSINESS DAY OF EACH
CALENDAR QUARTER AND, DURING THE CONTINUATION OF AN EVENT OF DEFAULT, ON ANY
OTHER BUSINESS DAY ELECTED BY THE ADMINISTRATIVE AGENT IN ITS DISCRETION OR UPON
INSTRUCTION BY THE REQUIRED LENDERS.
Each day upon or as of which the Administrative Agent determines Dollar Amounts
as described in the preceding clauses (a), (b) and (c) is herein described as a
"Computation