APPLY ONLY WITH RESPECT TO THE FIRST ADVANCE TO BE
MADE WITH RESPECT TO A REVOLVER LOAN. BY 5:00 P.M. (NEW YORK CITY TIME) ON THE
NEXT BUSINESS DAY, THE ADMINISTRATIVE AGENT SHALL USE ITS BEST EFFORTS TO
CONFIRM TO THE BORROWER THE RECEIPT OF SUCH ITEMS AND WHETHER IT HAS REVIEWED
SUCH ITEMS AND FOUND THEM TO BE COMPLETE AND IN PROPER FORM. IF THE
ADMINISTRATIVE AGENT MAKES A DETERMINATION THAT THE ITEMS ARE INCOMPLETE OR NOT
IN PROPER FORM, IT WILL COMMUNICATE SUCH DETERMINATION TO THE BORROWER. FAILURE
BY THE ADMINISTRATIVE AGENT TO RESPOND TO THE BORROWER BY 5:00 ON THE DAY THE
RELATED FUNDING REQUEST IS DELIVERED BY THE BORROWER SHALL CONSTITUTE AN IMPLIED
DETERMINATION THAT THE ITEMS ARE INCOMPLETE OR NOT IN PROPER FORM. THE BORROWER
WILL TAKE SUCH STEPS REQUESTED BY THE ADMINISTRATIVE AGENT TO CORRECT THE
PROBLEM(S). IN THE EVENT OF A DELAY IN THE ACTUAL FUNDING DATE DUE TO THE NEED
TO CORRECT ANY SUCH PROBLEMS, THE FUNDING DATE SHALL BE NO EARLIER THAN THREE
(3) BUSINESS DAYS AFTER THE DAY ON WHICH THE ADMINISTRATIVE AGENT CONFIRMS TO
THE BORROWER THAT THE PROBLEMS HAVE BEEN CORRECTED.
29
(D)
NO LATER THAN 11:00 A.M. (NEW YORK CITY
TIME) ONE (1) BUSINESS DAY PRIOR TO THE PROPOSED FUNDING DATE (OR SUCH SHORTER
PERIOD OF TIME OR LATER DATE AS MAY BE AGREED TO BY THE REQUIRED COMMITTED
LENDERS), THE ADMINISTRATIVE AGENT, EACH MANAGING AGENT AND THE COLLATERAL
CUSTODIAN, AS APPLICABLE, SHALL RECEIVE OR SHALL HAVE PREVIOUSLY RECEIVED THE
FOLLOWING:
(I)
A FUNDING REQUEST IN THE FORM OF EXHIBIT
A;
(II)
A WIRE DISBURSEMENT AND AUTHORIZATION FORM
SHALL BE DELIVERED TO THE ADMINISTRATIVE AGENT; AND
(III)
A CERTIFICATION SUBSTANTIALLY IN THE FORM OF
EXHIBIT H CONCERNING THE COLLATERAL CUSTODIAN'S RECEIPT OF CERTAIN DOCUMENTATION
RELATING TO THE ELIGIBLE LOAN(S) RELATED TO SUCH ADVANCE SHALL BE DELIVERED TO
THE ADMINISTRATIVE AGENT.
(E)
EACH FUNDING REQUEST SHALL SPECIFY THE
AGGREGATE AMOUNT OF THE REQUESTED ADVANCE, WHICH SHALL BE IN AN AMOUNT EQUAL TO
AT LEAST $500,000. EACH FUNDING REQUEST SHALL BE ACCOMPANIED BY (I) A BORROWER
NOTICE, DEPICTING THE OUTSTANDING AMOUNT OF ADVANCES UNDER THIS AGREEMENT AND
REPRESENTING THAT ALL CONDITIONS PRECEDENT FOR A FUNDING HAVE BEEN MET,
INCLUDING A REPRESENTATION BY THE BORROWER THAT THE REQUESTED ADVANCE SHALL NOT,
ON THE FUNDING DATE THEREOF, EXCEED THE AVAILABILITY ON SUCH DAY, (II) A
CALCULATION OF THE BORROWING BASE AS OF THE DATE THE ADVANCE IS REQUESTED, (III)
AN UPDATED LOAN LIST INCLUDING EACH LOAN THAT IS SUBJECT TO THE REQUESTED
ADVANCE, (IV) THE PROPOSED FUNDING DATE, AND (V) WIRE TRANSFER INSTRUCTIONS FOR
THE ADVANCE. A FUNDING REQUEST SHALL BE IRREVOCABLE WHEN DELIVERED.
(F)
ON THE FUNDING DATE FOLLOWING THE
SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN THIS SECTION 2.2 AND
ARTICLE III, EACH CP LENDER MAY, OR THE RELATED COMMITTED LENDERS, AS
APPLICABLE, SHALL, MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS
LISTED BENEATH ITS SIGNATURE ON ITS SIGNATURE PAGE TO THIS AGREEMENT (OR ON THE