ANY BORROWING (OR, IN
THE CASE OF AN ABR BORROWING, PRIOR TO 2:00 P.M., NEW YORK CITY TIME, ON THE
DATE OF SUCH BORROWING) THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT SUCH LENDER'S PORTION OF SUCH BORROWING, THE ADMINISTRATIVE
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AGENT MAY ASSUME THAT SUCH LENDER HAS MADE SUCH PORTION AVAILABLE TO THE
ADMINISTRATIVE AGENT ON THE DATE OF SUCH BORROWING IN ACCORDANCE WITH THIS
PARAGRAPH (C), AND THE ADMINISTRATIVE AGENT MAY, IN RELIANCE UPON SUCH
ASSUMPTION, MAKE AVAILABLE TO THE BORROWER ON SUCH DATE A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT THAT SUCH LENDER SHALL NOT HAVE MADE SUCH PORTION AVAILABLE
TO THE ADMINISTRATIVE AGENT, SUCH LENDER AND THE BORROWER SEVERALLY AGREE TO
REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT,
TOGETHER WITH INTEREST THEREON FOR EACH DAY FROM THE DATE SUCH AMOUNT IS MADE
AVAILABLE TO THE BORROWER UNTIL THE DATE SUCH AMOUNT IS REPAID TO THE
ADMINISTRATIVE AGENT AT (I) IN THE CASE OF THE BORROWER, THE INTEREST RATE
APPLICABLE AT THE TIME TO THE LOANS COMPRISING SUCH BORROWING AND (II) IN THE
CASE OF SUCH LENDER, THE FEDERAL FUNDS EFFECTIVE RATE.
IF SUCH LENDER SHALL
REPAY TO THE ADMINISTRATIVE AGENT SUCH CORRESPONDING AMOUNT, SUCH AMOUNT SHALL
BE DEEMED TO CONSTITUTE SUCH LENDER'S LOAN AS PART OF SUCH BORROWING FOR
PURPOSES OF THIS AGREEMENT.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE BORROWER SHALL
NOT BE ENTITLED TO REQUEST ANY INTEREST PERIOD WITH RESPECT TO ANY BORROWING
THAT WOULD END AFTER THE TERM LOAN MATURITY DATE OR INCREMENTAL TERM LOAN
MATURITY DATE, AS APPLICABLE.
SECTION 2.03. NOTICE OF BORROWINGS.
TO REQUEST A BORROWING, THE BORROWER SHALL
GIVE THE ADMINISTRATIVE AGENT WRITTEN OR FAX NOTICE SUBSTANTIALLY IN THE FORM OF
EXHIBIT G (OR TELEPHONE NOTICE PROMPTLY CONFIRMED IN WRITING OR BY FAX) (A) IN
THE CASE OF A EURODOLLAR BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY
TIME, THREE BUSINESS DAYS BEFORE A PROPOSED BORROWING (OR SUCH SHORTER PERIOD OF
TIME AS MAY BE AGREED TO BY THE ADMINISTRATIVE AGENT) OR (B) IN THE CASE OF AN
ABR BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, ON THE DAY OF A
PROPOSED BORROWING.
SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL IN EACH CASE
REFER TO THIS AGREEMENT AND SPECIFY THE FOLLOWING INFORMATION:
(I) THE TYPE (E.G., EURODOLLAR OR ABR) OF SUCH BORROWING;
(II) THE AGGREGATE AMOUNT OF SUCH BORROWING;
(III) THE DATE OF SUCH BORROWING (WHICH SHALL BE A BUSINESS DAY);
(IV) IN THE CASE OF A EURODOLLAR BORROWING, THE INTEREST PERIOD WITH RESPECT
THERETO, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION OF THE TERM
"INTEREST PERIOD"; AND
(V) THE NUMBER AND LOCATION OF THE ACCOUNT TO WHICH FUNDS ARE TO BE DISBURSED;
provided, however, that, notwithstanding any contrary specification in any such
notice, each requested Borrowing shall comply with the requirements set forth in
Section 2.02.
If no election as to the Type of Borrowing is specified in any
such notice, then