CUSTOMER REFUND LIABILITIES, AND (VIII) THE CANADIAN
PRIORITY PAYABLES RESERVE, AND (IX) A CANADIAN STORE RENT RESERVE.
(B)
THE ADMINISTRATIVE AGENT MAY, OR AT THE
DIRECTION OF ANY CO-BORROWING BASE AGENT (OR WITH RESPECT TO THE TERM RESERVE,
THE TERM AGENT), SHALL, HEREAFTER ESTABLISH ADDITIONAL RESERVES OR CHANGE ANY OF
THE FOREGOING RESERVES WITHOUT CONSENT FROM THE BORROWERS.
THE ADMINISTRATIVE
AGENT SHALL ENDEAVOR TO CONSULT WITH THE BORROWER PRIOR TO THE ESTABLISHMENT OR
CHANGE OF ANY SUCH RESERVES, PROVIDED THAT THE FAILURE OF THE ADMINISTRATIVE
AGENT TO SO CONSULT WITH THE BORROWER SHALL NOT LIMIT, DELAY OR IMPAIR ANY OF
THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY CO-BORROWING BASE AGENT HEREUNDER
(OR WITH RESPECT TO THE TERM RESERVE, THE RIGHTS OF THE TERM AGENT), OR POSTPONE
THE DATE OF THE EFFECTIVENESS OF ANY SUCH RESERVES (OR CHANGES THERETO).
THE
ADMINISTRATIVE AGENT SHALL FURNISH THE BORROWERS WITH PROMPT WRITTEN NOTICE OF
THE ESTABLISHMENT OF OR CHANGE TO ANY RESERVES.
SECTION 2.3
Making of Loans.
(A)
EXCEPT AS SET FORTH IN SECTION 2.16 AND
SECTION 2.24, LOANS (OTHER THAN SWINGLINE LOANS) BY THE LENDERS SHALL BE EITHER
BASE RATE LOANS OR LIBOR LOANS AS THE RELEVANT BORROWER MAY REQUEST SUBJECT TO
AND IN ACCORDANCE WITH THIS SECTION 2.3, PROVIDED, THAT ALL SWINGLINE LOANS
SHALL BE ONLY BASE RATE LOANS.
ALL LOANS MADE PURSUANT TO THE SAME BORROWING
SHALL, UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, BE LOANS OF THE SAME
TYPE.
EACH LENDER MAY FULFILL ITS COMMITMENT WITH RESPECT TO ANY LOAN BY
CAUSING ANY LENDING OFFICE OF SUCH LENDER TO MAKE SUCH LOAN; BUT ANY SUCH USE OF
A LENDING OFFICE SHALL NOT AFFECT THE OBLIGATION OF THE BORROWERS TO REPAY SUCH
LOAN IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE NOTE.
SUBJECT TO THE OTHER
PROVISIONS OF THIS SECTION 2.3 AND THE PROVISIONS OF SECTION 2.24, BORROWINGS OF
LOANS OF MORE THAN ONE TYPE MAY BE INCURRED AT THE SAME TIME, BUT NO MORE THAN
SIX (6) BORROWINGS OF LIBOR LOANS MAY BE OUTSTANDING AT ANY TIME.
(B)
THE BORROWERS REQUESTING A BORROWING SHALL
GIVE THE ADMINISTRATIVE AGENT TELEPHONIC NOTICE (THEREAFTER CONFIRMED IN
WRITING) OF EACH BORROWING OF (I) LIBOR LOANS NOT LATER THAN 12:00 P.M. ON THE
THIRD BUSINESS DAY PRIOR TO THE DATE ON WHICH SUCH BORROWING IS TO BE MADE AND
(II) BASE RATE LOANS NOT LATER THAN 12:00 P.M. ON THE BUSINESS DAY ON WHICH SUCH
BORROWING IS TO BE MADE. SUCH NOTICE SHALL BE IRREVOCABLE AND BINDING ON EACH OF
THE BORROWERS AND SHALL SPECIFY THE AMOUNT OF THE PROPOSED BORROWING (WHICH
SHALL BE IN AN INTEGRAL MULTIPLE OF $1,000,000, BUT NOT LESS THAN $5,000,000 IN
THE CASE OF LIBOR LOANS) AND THE DATE THEREOF (WHICH SHALL BE A BUSINESS DAY)
AND SHALL CONTAIN DISBURSEMENT INSTRUCTIONS.
SUCH NOTICE SHALL SPECIFY WHETHER
THE BORROWING THEN BEING REQUESTED IS TO BE A BORROWING OF BASE RATE LOANS OR
LIBOR LOANS AND, IF LIBOR LOANS, THE INTEREST PERIOD WITH RESPECT THERETO.
IF
NO ELECTION OF INTEREST PERIOD IS SPECIFIED