UNDER THE LOAN DOCUMENTS.
2.3
PROCEDURE FOR LOAN BORROWINGS.
(A)
BORROWING REQUEST.
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT ON OR BEFORE THE EFFECTIVE DATE, AS TO THE FOLLOWING MATTERS WITH RESPECT
TO THE LOANS REQUESTED TO BE MADE ON THE EFFECTIVE DATE: (I) THE AGGREGATE
AMOUNT OF THE REQUESTED BORROWING OF LOANS; (II) WHETHER THE REQUESTED LOANS ARE
TO BE PRIME RATE LOANS OR LIBOR LOANS; (III) IN THE CASE OF
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LIBOR LOANS, THE INITIAL INTEREST PERIOD TO BE APPLICABLE THERETO, WHICH SHALL
BE A PERIOD CONTEMPLATED BY THE DEFINITION OF THE TERM "INTEREST PERIOD"; AND
(IV) THE LOCATION AND NUMBER OF THE BORROWER'S ACCOUNT TO WHICH FUNDS ARE TO BE
DISBURSED.
SUCH TELEPHONIC BORROWING REQUEST SHALL BE IRREVOCABLE AND SHALL BE
CONFIRMED PROMPTLY BY HAND DELIVERY OR FACSIMILE TO THE ADMINISTRATIVE AGENT OF
A WRITTEN BORROWING REQUEST SIGNED BY THE BORROWER.
(B)
FUNDING OF LOANS.
EACH LENDER WILL MAKE ITS LOAN, IN AN AMOUNT
EQUAL TO ITS COMMITMENT AMOUNT, AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE BORROWER AT THE OFFICE OF THE ADMINISTRATIVE AGENT SET FORTH IN
SECTION 11.2 NOT LATER THAN 12:00 NOON ON THE BORROWING DATE IN FUNDS
IMMEDIATELY AVAILABLE TO THE ADMINISTRATIVE AGENT AT SUCH OFFICE.
THE AMOUNTS
SO MADE AVAILABLE TO THE ADMINISTRATIVE AGENT ON THE BORROWING DATE WILL THEN,
SUBJECT TO THE SATISFACTION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS
DETERMINED BY THE ADMINISTRATIVE AGENT, BE MADE AVAILABLE ON SUCH DATE TO THE
BORROWER BY THE ADMINISTRATIVE AGENT AT THE OFFICE OF THE ADMINISTRATIVE AGENT
SPECIFIED IN SECTION 11.2 BY CREDITING THE ACCOUNT OF THE BORROWER ON THE BOOKS
OF SUCH OFFICE WITH THE AGGREGATE OF SAID AMOUNTS RECEIVED BY THE ADMINISTRATIVE
AGENT.
(C)
ADMINISTRATIVE AGENT'S ASSUMPTION.
UNLESS THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED PRIOR NOTICE FROM A LENDER (BY TELEPHONE OR OTHERWISE,
SUCH NOTICE TO BE PROMPTLY CONFIRMED BY FACSIMILE OR OTHER WRITING) THAT SUCH
LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH LENDER'S PRO
RATA SHARE OF THE LOANS, THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LENDER
HAS MADE SUCH SHARE AVAILABLE TO THE ADMINISTRATIVE AGENT ON THE BORROWING DATE
IN ACCORDANCE WITH THIS SECTION, PROVIDED THAT SUCH LENDER RECEIVED NOTICE OF
THE PROPOSED BORROWING FROM THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE
AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE BORROWER ON
THE BORROWING DATE A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT SUCH LENDER
SHALL NOT HAVE SO MADE SUCH PRO RATA SHARE AVAILABLE TO THE ADMINISTRATIVE
AGENT, SUCH LENDER AND THE BORROWER SEVERALLY AGREE TO PAY TO THE ADMINISTRATIVE
AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT (TO THE EXTENT NOT
PREVIOUSLY PAID BY THE OTHER), TOGETHER WITH INTEREST THEREON FOR EACH DAY FROM
THE DATE SUCH AMOUNT IS MADE AVAILABLE TO THE BORROWER UNTIL THE DATE SUCH
AMOUNT IS PAID TO THE ADMINISTRATIVE AGENT, AT A RATE PER ANNUM EQUAL TO, IN THE
CASE OF THE BORROWER, THE APPLICABLE INTEREST RATE SET FORTH IN SECTION 2.7 FOR