A BORROWING CONSISTING OF LOANS MADE BY THE LENDERS RATABLY IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
THE FAILURE OF ANY LENDER TO MAKE
ANY LOAN REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATIONS HEREUNDER; PROVIDED THAT THE COMMITMENTS OF THE LENDERS ARE SEVERAL
AND NO LENDER SHALL BE RESPONSIBLE FOR ANY OTHER LENDER'S FAILURE TO MAKE LOANS
AS REQUIRED.
(B)
SUBJECT TO SECTION 2.12, EACH BORROWING
SHALL BE COMPRISED ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS THE BORROWER MAY
REQUEST IN ACCORDANCE HEREWITH.
EACH LENDER AT ITS OPTION MAY MAKE ANY
EURODOLLAR LOAN BY CAUSING ANY DOMESTIC OR FOREIGN BRANCH OR LENDER AFFILIATE TO
MAKE SUCH LOAN; PROVIDED THAT ANY EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE
OBLIGATION OF THE BORROWER TO REPAY SUCH LOAN IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD
FOR ANY EURODOLLAR BORROWING, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT
THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000.
AT THE
TIME THAT EACH ABR BORROWING IS MADE, SUCH BORROWING SHALL BE IN AN AGGREGATE
16
AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000;
PROVIDED THAT AN ABR BORROWING MAY BE IN AN AGGREGATE AMOUNT THAT IS EQUAL TO
THE ENTIRE UNUSED BALANCE OF THE TOTAL COMMITMENTS.
BORROWINGS OF MORE THAN ONE
TYPE MAY BE OUTSTANDING AT THE SAME TIME; PROVIDED THAT THERE SHALL NOT AT ANY
TIME BE MORE THAN A TOTAL OF 15 EURODOLLAR BORROWINGS OUTSTANDING.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE BORROWER SHALL NOT BE ENTITLED TO REQUEST, OR TO ELECT TO CONVERT
OR CONTINUE, ANY BORROWING IF THE INTEREST PERIOD REQUESTED WITH RESPECT THERETO
WOULD END AFTER THE MATURITY DATE.
SECTION 2.03.
REQUESTS FOR BORROWINGS.
TO REQUEST A 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, AT LEAST THREE BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED
BORROWING OR (B) IN THE CASE OF AN ABR BORROWING, 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 THE FORM OF EXHIBIT A.
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 EURODOLLAR BORROWING;
(IV)
IN THE CASE OF A EURODOLLAR BORROWING, THE
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 BORROWER'S
ACCOUNT TO WHICH FUNDS