OF THE
PROPOSED BORROWING OR (II) IN THE CASE OF AN ABR BORROWING, (OTHER THAN
SWINGLINE LOANS), NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE BUSINESS
DAY 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 AND SIGNED BY BORROWERS.
EACH SUCH TELEPHONIC AND WRITTEN
BORROWING REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION IN COMPLIANCE WITH
SECTION 2.02:
(A)
THE AGGREGATE AMOUNT OF SUCH BORROWING;
(B)
THE DATE OF SUCH BORROWING, WHICH SHALL BE A BUSINESS DAY;
(C)
WHETHER SUCH BORROWING IS TO BE AN ABR BORROWING OR A EURODOLLAR
BORROWING;
(D)
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"; PROVIDED THAT UNTIL THE EARLIER OF (I) THE DATE
ON WHICH THE ADMINISTRATIVE AGENT SHALL HAVE NOTIFIED BORROWER THAT THE PRIMARY
SYNDICATION OF THE COMMITMENTS HAS BEEN COMPLETED AND (II) THE DATE WHICH IS 30
DAYS AFTER THE CLOSING DATE, THE INTEREST PERIOD SHALL BE SEVEN DAYS;
(E)
THE LOCATION AND NUMBER OF THE ACCOUNT TO WHICH FUNDS ARE TO BE
DISBURSED, WHICH SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 2.02; AND
(F)
THAT THE CONDITIONS SET FORTH IN SECTION 4.02 (B)-(E) ARE
SATISFIED AS OF THE DATE OF THE NOTICE.
If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then Borrowers shall be
deemed to have selected an Interest Period of one month's duration (subject to
the proviso in clause (d) above).
Promptly following receipt of a Borrowing
Request in accordance with this Section 2.03, 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
EVIDENCE OF DEBT; REPAYMENT OF LOANS.
(A)
BORROWERS HEREBY
UNCONDITIONALLY PROMISE TO PAY (I) TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF EACH REVOLVING LENDER, THE THEN UNPAID PRINCIPAL AMOUNT OF EACH REVOLVING
LOAN OF SUCH LENDER ON THE REVOLVING MATURITY DATE AND (II) TO THE SWINGLINE
LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN ON THE EARLIER OF
THE REVOLVING MATURITY DATE AND THE FIRST DATE AFTER SUCH
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SWINGLINE LOAN IS MADE THAT IS THE 15TH OR LAST DAY OF A CALENDAR MONTH AND IS
AT LEAST TWO BUSINESS DAYS AFTER SUCH SWINGLINE LOAN IS MADE; PROVIDED THAT ON
EACH DATE THAT A REVOLVING BORROWING IS MADE, BORROWERS SHALL REPAY ALL
SWINGLINE LOANS THAT WERE OUTSTANDING ON THE DATE SUCH BORROWING WAS REQUESTED.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE
AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF BORROWERS TO SUCH LENDER
RESULTING FROM EACH LOAN MADE