LOANS.
ON THE REQUESTED BORROWING
DATE, EACH LENDER SHALL PROVIDE ITS SHARE OF ANY REQUESTED LOANS AT THE
PRINCIPAL OFFICE OF THE AGENT IN NEW YORK, NEW YORK NOT LATER THAN 2:30 P.M.
(NEW YORK TIME).
UNLESS THE AGENT DETERMINES THAT ANY APPLICABLE CONDITION
SPECIFIED IN ARTICLE III HAS NOT BEEN SATISFIED, THE AGENT WILL MAKE AVAILABLE
TO THE COMPANY'S ACCOUNT THE AMOUNT OF THE REQUESTED LOANS AT THE AGENT'S
PRINCIPAL OFFICE IN NEW YORK, NEW YORK IN IMMEDIATELY AVAILABLE FUNDS NOT LATER
THAN 4:00 P.M. (NEW YORK TIME) ON THE REQUESTED BORROWING DATE.
IF THE AGENT
HAS MADE A LOAN ON BEHALF OF A LENDER BUT HAS NOT RECEIVED THE AMOUNT OF SUCH
LOAN (OR A FEDERAL RESERVE BANK REFERENCE NUMBER FOR THE WIRE TRANSFER OF THE
AMOUNT OF SUCH LOAN) FROM SUCH LENDER BY 4:00 P.M. (NEW YORK TIME) ON THE
REQUESTED BORROWING DATE, SUCH LENDER SHALL PAY INTEREST TO THE AGENT ON THE
AMOUNT SO ADVANCED AT THE FEDERAL FUNDS RATE FROM THE DATE OF SUCH LOAN TO THE
DATE FUNDS ARE RECEIVED BY THE AGENT FROM SUCH LENDER, SUCH INTEREST TO BE
PAYABLE WITH SUCH REMITTANCE FROM SUCH LENDER OF THE PRINCIPAL AMOUNT OF SUCH
LOAN (PROVIDED, HOWEVER, THAT THE AGENT SHALL NOT MAKE ANY LOANS ON BEHALF OF A
LENDER IF THE AGENT HAS RECEIVED PRIOR NOTICE FROM SUCH LENDER THAT
12
IT WILL NOT MAKE SUCH LOAN).
IF THE AGENT DOES NOT RECEIVE PAYMENT FROM SUCH
LENDER BY THE NEXT BUSINESS DAY AFTER THE DATE OF ANY LOAN, THE AGENT SHALL BE
ENTITLED TO RECOVER SUCH LOAN, INCLUDING ANY UNPAID INTEREST THEREON AT THE RATE
THEN APPLICABLE TO SUCH LOAN, ON DEMAND, FROM THE COMPANY, WITHOUT PREJUDICE TO
THE AGENT'S AND THE COMPANY'S RIGHTS AGAINST SUCH LENDER.
IF SUCH LENDER PAYS
THE AGENT THE AMOUNT HEREIN REQUIRED WITH INTEREST AT THE FEDERAL FUNDS RATE
BEFORE THE AGENT HAS RECOVERED FROM THE COMPANY, SUCH LENDER SHALL BE ENTITLED
TO THE INTEREST PAYABLE BY THE COMPANY WITH RESPECT TO THE LOAN IN QUESTION
ACCRUING FROM THE DATE THE AGENT MADE SUCH LOAN.
(C)
LIMITATION ON NUMBER OF CERTAIN LOANS.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY, THE COMPANY WILL NOT AT ANY TIME PERMIT THE NUMBER OF OFFSHORE
RATE LOANS THEN OUTSTANDING TO EXCEED TEN IN THE AGGREGATE UNLESS OTHERWISE
AGREED BY THE AGENT.
SECTION 2.3
NOTELESS TRANSACTION.
(A)
LENDER'S RECORDS.
THE LOANS MADE BY EACH
LENDER SHALL BE EVIDENCED BY ONE OR MORE LOAN ACCOUNTS OR RECORDS MAINTAINED BY
SUCH LENDER IN THE ORDINARY COURSE OF BUSINESS.
THE LOAN ACCOUNTS OR RECORDS
MAINTAINED BY THE AGENT AND EACH LENDER SHALL BE CONCLUSIVE EVIDENCE (IN THE
ABSENCE OF MANIFEST ERROR) OF THE AMOUNT OF THE LOANS MADE BY THE LENDERS TO THE
COMPANY AND THE INTEREST AND PAYMENTS THEREON.
ANY FAILURE TO RECORD OR ANY
ERROR IN DOING SO SHALL NOT, HOWEVER, LIMIT OR OTHERWISE AFFECT THE OBLIGATION
OF THE COMPANY HEREUNDER TO PAY ANY AMOUNT OWING WITH RESPECT TO THE LOANS.
(B)
LENDER'S RIGHT TO REQUEST