outstanding Bid Loans shall
not exceed the Aggregate Commitments.
Within the limits of each Lender's
Commitment, the Borrower may on and prior to the Termination Date borrow under
this Section 2.01, prepay pursuant to Section 2.07 and reborrow pursuant to this
Section 2.01.
Loans repaid or prepaid after the Termination Date may not be
reborrowed.
SECTION 2.02.
PROCEDURE FOR COMMITTED BORROWING.
(A)
EACH COMMITTED BORROWING
SHALL BE MADE UPON THE IRREVOCABLE NOTICE OF THE BORROWER, RECEIVED BY THE
ADMINISTRATIVE AGENT NOT LATER THAN 12:00 NOON (NEW YORK CITY TIME) (I) THREE
BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED BORROWING, IN THE CASE OF
EURODOLLAR LOANS; AND (II) ONE BUSINESS DAY PRIOR TO THE DATE OF THE PROPOSED
BORROWING, IN THE CASE OF REFERENCE RATE LOANS; PROVIDED, HOWEVER, THAT IN CASE
OF A COMMITTED BORROWING OF REFERENCE RATE LOANS AFTER THE CANCELLATION OF A BID
BORROWING PURSUANT TO SECTION 2.04(C)(I), THE BORROWER MAY GIVE SUCH NOTICE TO
THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (NEW YORK CITY TIME) ON THE
DATE OF SUCH COMMITTED BORROWING.
EACH SUCH NOTICE OF A COMMITTED BORROWING (A
"NOTICE OF BORROWING") SHALL BE IN WRITING (INCLUDING BY FACSIMILE CONFIRMED
IMMEDIATELY BY TELEPHONE), IN SUBSTANTIALLY THE FORM OF EXHIBIT 2.02 SPECIFYING:
(I) THE REQUESTED BORROWING DATE, WHICH SHALL BE A BUSINESS DAY;
(II) THE AGGREGATE AMOUNT OF THE BORROWING, WHICH (A) SHALL NOT EXCEED THE
UNUSED PORTION OF THE AGGREGATE COMMITMENTS AND (B) SHALL BE A MINIMUM AMOUNT OF
$5,000,000 OR AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF;
(III) WHETHER THE BORROWING IS TO BE COMPRISED OF EURODOLLAR LOANS OR REFERENCE
RATE LOANS; AND
(IV) IF THE BORROWING IS TO BE COMPRISED OF EURODOLLAR LOANS, THE DURATION OF
THE INITIAL INTEREST PERIOD APPLICABLE TO SUCH LOANS.
IF THE NOTICE OF
BORROWING SHALL FAIL TO SPECIFY THE DURATION OF THE INITIAL INTEREST PERIOD FOR
ANY BORROWING COMPRISED OF EURODOLLAR LOANS, SUCH INTEREST PERIOD SHALL BE THREE
MONTHS.
(B)
UPON RECEIPT OF A NOTICE OF BORROWING, THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH LENDER THEREOF AND OF THE AMOUNT OF SUCH LENDER'S
PERCENTAGE SHARE OF SUCH BORROWING.
(C)
EACH LENDER SHALL MAKE THE AMOUNT OF ITS PERCENTAGE SHARE OF THE COMMITTED
BORROWING AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE BORROWER
AT THE ADMINISTRATIVE AGENT'S PAYMENT OFFICE BY 12:00 NOON (NEW YORK CITY TIME)
ON THE BORROWING DATE REQUESTED BY THE BORROWER IN FUNDS IMMEDIATELY AVAILABLE
TO THE ADMINISTRATIVE AGENT.
UNLESS ANY APPLICABLE CONDITION SPECIFIED IN
ARTICLE V HAS NOT BEEN SATISFIED, THE ADMINISTRATIVE AGENT WILL MAKE THE FUNDS
SO RECEIVED FROM THE LENDERS PROMPTLY AVAILABLE TO THE BORROWER BY CREDITING THE
ACCOUNT OF THE BORROWER ON THE BOOKS OF THE ADMINISTRATIVE AGENT (OR SUCH OTHER
ACCOUNT AS SHALL HAVE BEEN SPECIFIED BY THE BORROWER) WITH THE AGGREGATE AMOUNT
MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY THE LENDERS AND IN LIKE FUNDS AS
RECEIVED BY THE ADMINISTRATIVE AGENT.
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(D)
AFTER GIVING EFFECT TO ANY COMMITTED BORROWING, THERE SHALL NOT BE MORE