TO THE ADMINISTRATIVE AGENT, WHICH SHALL GIVE TO EACH
APPLICABLE LENDER PROMPT NOTICE THEREOF BY TELECOPIER OR OTHER ELECTRONIC
COMMUNICATION.
SUCH NOTICE OF THE BORROWING (THE "NOTICE OF BORROWING") SHALL
BE BY TELEPHONE, CONFIRMED IMMEDIATELY IN WRITING, OR TELECOPIER, IN
SUBSTANTIALLY THE FORM OF EXHIBIT B HERETO, SPECIFYING THEREIN THE REQUESTED
(I) DATE OF
26
THE BORROWING, (II) TYPE OF ADVANCES COMPRISING THE BORROWING, (III) AGGREGATE
AMOUNT OF THE BORROWING AND (IV) IF THE BORROWING CONSISTS OF EURODOLLAR RATE
ADVANCES, INITIAL INTEREST PERIOD FOR EACH SUCH ADVANCE.
EACH APPLICABLE LENDER
SHALL, BEFORE 11:00 A.M. (NEW YORK CITY TIME) ON THE DATE OF THE BORROWING, MAKE
AVAILABLE FOR THE ACCOUNT OF ITS APPLICABLE LENDING OFFICE TO THE ADMINISTRATIVE
AGENT AT THE ADMINISTRATIVE AGENT'S ACCOUNT, IN SAME DAY FUNDS, SUCH LENDER'S
RATABLE PORTION OF THE BORROWING IN ACCORDANCE WITH THE RESPECTIVE COMMITMENTS
OF SUCH LENDER AND THE OTHER APPLICABLE LENDERS.
AFTER THE ADMINISTRATIVE
AGENT'S RECEIPT OF SUCH FUNDS AND UPON FULFILLMENT OF THE APPLICABLE CONDITIONS
SET FORTH IN ARTICLE III, THE ADMINISTRATIVE AGENT WILL MAKE SUCH FUNDS
AVAILABLE TO THE BORROWER BY CREDITING THE BORROWER'S ACCOUNT OR SUCH OTHER
ACCOUNT AS THE BORROWER SHALL REQUEST IN THE APPLICABLE NOTICE OF BORROWING.
(B)
(I) ANYTHING IN SECTION 2.02(A) ABOVE TO THE CONTRARY
NOTWITHSTANDING, THE BORROWER MAY NOT SELECT EURODOLLAR RATE ADVANCES FOR THE
BORROWING HEREUNDER IF THE AGGREGATE AMOUNT OF THE BORROWING IS LESS THAN
$5,000,000 OR IF THE OBLIGATION OF THE LENDERS TO MAKE EURODOLLAR RATE ADVANCES
SHALL THEN BE SUSPENDED PURSUANT TO SECTION 2.08 OR 2.09 AND (II) ANYTHING IN
SECTION 2.02(A) ABOVE OR SECTION 2.08 BELOW TO THE CONTRARY NOTWITHSTANDING,
THERE SHALL NOT AT ANY TIME BE MORE THAN TEN INTEREST PERIODS IN EFFECT.
(C)
THE NOTICE OF BORROWING SHALL BE IRREVOCABLE AND BINDING ON THE
BORROWER.
IF THE NOTICE OF BORROWING SPECIFIES THAT THE BORROWING IS TO BE
COMPOSED OF EURODOLLAR RATE ADVANCES, THE BORROWER SHALL INDEMNIFY EACH LENDER
AGAINST ANY LOSS, COST OR EXPENSE INCURRED BY SUCH LENDER AS A RESULT OF ANY
FAILURE TO FULFILL ON OR BEFORE THE DATE SPECIFIED IN SUCH NOTICE OF BORROWING
FOR THE BORROWING THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE III, INCLUDING,
WITHOUT LIMITATION, ANY LOSS (INCLUDING LOSS OF ANTICIPATED PROFITS), COST OR
EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR
OTHER FUNDS ACQUIRED BY SUCH LENDER TO FUND THE ADVANCE TO BE MADE BY SUCH
LENDER AS PART OF THE BORROWING WHEN SUCH ADVANCE, AS A RESULT OF SUCH FAILURE,
IS NOT MADE ON SUCH DATE.
(D)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM AN
APPLICABLE LENDER PRIOR TO THE DATE OF THE BORROWING THAT SUCH LENDER WILL NOT
MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH LENDER'S RATABLE PORTION OF THE
BORROWING, THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LENDER HAS MADE SUCH
PORTION AVAILABLE TO THE ADMINISTRATIVE AGENT ON THE DATE OF THE BORROWING IN
ACCORDANCE WITH SECTION 2.02(A) AND THE ADMINISTRATIVE AGENT MAY, IN RELIANCE
UPON SUCH ASSUMPTION, MAKE AVAILABLE TO