OF THE
NOTE, ENDORSED BY THE LENDER ON THE SCHEDULE ATTACHED TO THE NOTE OR ANY
CONTINUATION THEREOF.
SUCH NOTATIONS SHALL BE CONCLUSIVE AND BINDING ON THE
BORROWERS ABSENT MANIFEST ERROR; PROVIDED, HOWEVER, THAT THE FAILURE OF THE
LENDER TO MAKE ANY SUCH NOTATIONS SHALL NOT LIMIT OR OTHERWISE AFFECT ANY
OBLIGATIONS OF SUCH
25
Borrower.
The Loans evidenced by any the Note and interest thereon shall at all
times be payable to the order of the payee named therein and its registered
assigns.
SECTION 2.03
PROCEDURE FOR BORROWING.
(A)
THE BORROWERS MAY REQUEST A BORROWING
HEREUNDER, ON ANY DRAW DATE DURING THE PERIOD FROM AND INCLUDING THE CLOSING
DATE TO AND INCLUDING THE TERMINATION DATE, BY DELIVERING TO THE LENDER A NOTICE
OF BORROWING WHICH MUST BE RECEIVED BY THE LENDER PRIOR TO 12:00 NOON, NEW YORK
CITY TIME, ON THE REQUESTED FUNDING DATE.
SUCH NOTICE OF BORROWING SHALL
(I) SPECIFY THE REQUESTED FUNDING DATE AND THE AMOUNT REQUESTED TO BE BORROWED,
AND (II) INCLUDE AN OFFICER'S CERTIFICATION SIGNED BY A RESPONSIBLE OFFICER OF
THE BORROWERS AS REQUIRED BY SECTION 4.02(B) OF THIS AGREEMENT.
(B)
UPON THE BORROWERS' REQUEST FOR A BORROWING
PURSUANT TO SECTION 2.03(A) OF THIS AGREEMENT, THE LENDER SHALL, UPON
SATISFACTION OF ALL APPLICABLE CONDITIONS PRECEDENT SET FORTH IN SECTION 4.01
AND 4.02 OF THIS AGREEMENT AND PROVIDED THAT (X) NO DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING, (Y) NO ACCELERATED AMORTIZATION EVENT SHALL HAVE OCCURRED AND
BE CONTINUING AND (Z) THE MOST RECENT APPLICABLE BORROWING BASE REPORT SHALL
HAVE BEEN DELIVERED, MAKE A LOAN TO A BORROWER FOR WHICH ALL BORROWERS SHALL BE
JOINTLY AND SEVERALLY LIABLE ON THE REQUESTED FUNDING DATE, IN THE AMOUNT SO
REQUESTED.
(C)
SUBJECT TO ARTICLE IV OF THIS AGREEMENT,
SUCH BORROWING WILL THEN BE MADE AVAILABLE TO THE BORROWERS BY THE LENDER
TRANSFERRING, VIA WIRE TRANSFER, THE AGGREGATE AMOUNT OF SUCH BORROWING IN FUNDS
IMMEDIATELY AVAILABLE TO SUCH BORROWER IN ITS OPERATING ACCOUNT.
SECTION 2.04
TAXES.
(A)
FOR PURPOSES OF APPLYING THIS SECTION 2.04,
THE TERM "LENDER" SHALL INCLUDE ANY PARTICIPANT, ASSIGNEE, SUCCESSOR OR
TRANSFEREE OF OR TO A LENDER'S RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT.
(B)
ANY AND ALL PAYMENTS BY EACH BORROWER UNDER
OR IN RESPECT OF THIS AGREEMENT SHALL BE MADE FREE AND CLEAR OF, AND WITHOUT
DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF, ANY AND ALL PRESENT OR FUTURE
TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES OR WITHHOLDINGS, AND ALL LIABILITIES
(INCLUDING PENALTIES, INTEREST AND ADDITIONS TO TAX) WITH RESPECT THERETO,
WHETHER NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY ANY
TAXATION AUTHORITY OR OTHER GOVERNMENTAL AUTHORITY (COLLECTIVELY, "TAXES"),
UNLESS REQUIRED BY LAW.
IF ANY BORROWER SHALL BE REQUIRED UNDER ANY APPLICABLE
REQUIREMENT OF LAW TO DEDUCT OR WITHHOLD ANY TAXES FROM OR IN RESPECT OF ANY SUM
PAYABLE UNDER OR IN RESPECT OF THIS AGREEMENT TO THE LENDER, (I) SUCH BORROWER
SHALL MAKE ALL SUCH DEDUCTIONS AND WITHHOLDINGS IN RESPECT OF TAXES, (II) SUCH
BORROWER SHALL PAY THE FULL AMOUNT DEDUCTED OR