a capital markets transaction in an amount equal to such Net Offering
Proceeds and (ii) reduced at any time or from time to time by an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof or terminated at any time, in each case prior to Closing Date, at the
option of the Borrower by notice to the Administrative Agent at least three
Business Days prior to the date of such reduction or termination. The
Administrative Agent shall promptly notify each Bank of any such reduction or
termination.
SECTION 2.2.
Notice of Borrowing. (a) With respect to any
Borrowing, the Borrower shall give Administrative Agent notice not later than
1:00 p.m. (New York City time) (x) the Business Day prior to the anticipated
Closing Date with respect to Base Rate Borrowings, or (y) the third (3rd)
Euro-Currency Business Day before the anticipated Closing Date with respect to
Euro-Currency Borrowings, specifying:
(I)
THE AGGREGATE AMOUNT OF SUCH BORROWING,
(II)
WHETHER THE LOANS COMPRISING SUCH BORROWING ARE TO BE BASE RATE
LOANS OR EURO-CURRENCY LOANS,
(III)
IN THE CASE OF A EURO-CURRENCY BORROWING, THE DURATION OF THE
INTEREST PERIOD APPLICABLE THERETO, SUBJECT TO THE PROVISIONS OF THE DEFINITION
OF INTEREST PERIOD,
(IV)
PAYMENT INSTRUCTIONS FOR DELIVERY OF SUCH BORROWING; AND
(V)
THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING.
SECTION 2.3.
Notice to Banks; Funding of Loans.
(A)
UPON RECEIPT OF A NOTICE OF BORROWING FROM BORROWER IN ACCORDANCE
WITH SECTION 2.2 HEREOF, THE ADMINISTRATIVE AGENT SHALL, ON THE DATE SUCH NOTICE
OF BORROWING IS RECEIVED BY THE ADMINISTRATIVE AGENT, NOTIFY EACH APPLICABLE
BANK OF THE CONTENTS THEREOF AND OF SUCH BANK'S SHARE OF SUCH BORROWING, OF THE
INTEREST RATE APPLICABLE THERETO AND THE INTEREST PERIOD(S) (IF DIFFERENT FROM
THOSE REQUESTED BY THE BORROWER) AND SUCH NOTICE OF BORROWING SHALL NOT
THEREAFTER BE REVOCABLE BY THE BORROWER, UNLESS BORROWER SHALL PAY ANY
APPLICABLE EXPENSES PURSUANT TO SECTION 2.12.
(B)
NOT LATER THAN 2:00 P.M. (NEW YORK CITY TIME) ON THE CLOSING DATE,
EACH BANK SHALL (EXCEPT AS PROVIDED IN SUBSECTION (D) OF THIS SECTION) MAKE
AVAILABLE ITS PRO RATA SHARE OF SUCH BORROWING IN FEDERAL FUNDS, TO THE
ADMINISTRATIVE AGENT AT ITS ADDRESS REFERRED TO IN SECTION 9.1.
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(C)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A
BANK PRIOR TO THE CLOSING DATE THAT SUCH BANK WILL NOT MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT SUCH BANK'S SHARE OF ANY BORROWING, THE ADMINISTRATIVE
AGENT MAY ASSUME THAT SUCH BANK HAS MADE SUCH SHARE AVAILABLE TO THE
ADMINISTRATIVE AGENT ON THE CLOSING DATE IN ACCORDANCE WITH THIS SECTION 2.3 AND
THE ADMINISTRATIVE AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, BUT SHALL NOT BE
OBLIGATED TO, MAKE AVAILABLE TO THE BORROWER ON THE CLOSING DATE A CORRESPONDING
AMOUNT ON BEHALF OF SUCH BANK.
IF AND TO THE EXTENT THAT SUCH BANK SHALL NOT
HAVE SO MADE SUCH SHARE AVAILABLE TO THE ADMINISTRATIVE AGENT, SUCH BANK AGREES
TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH