NEGOTIATED RATE FUNDING DATE, THE DATE OR DATES OF MATURITY THEREOF, WHICH DATE
OR DATES MAY NOT OCCUR AFTER THE MATURITY DATE, THE RATE OR RATES OF INTEREST
APPLICABLE THERETO AND ALL OTHER TERMS THEREOF.
EACH NEGOTIATED RATE LOAN SHALL
BE MADE PURSUANT TO A NEGOTIATED RATE LOAN NOTICE.
IN LIEU OF DELIVERING THE
WRITTEN NEGOTIATED RATE LOAN NOTICE DESCRIBED ABOVE, THE BORROWER MAY GIVE THE
ADMINISTRATIVE AGENT TELEPHONIC NOTICE OF ANY NEGOTIATED RATE BORROWING BY THE
TIME REQUIRED UNDER THIS CLAUSE (A), PROVIDED THAT SUCH TELEPHONIC NOTICE SHALL
BE CONFIRMED BY DELIVERY OF A WRITTEN NEGOTIATED RATE LOAN NOTICE TO THE
ADMINISTRATIVE AGENT BY NO LATER THAN 2:00 P.M., ON THE DATE OF SUCH TELEPHONIC
NOTICE.
(C)
FUNDING OF NEGOTIATED RATE LOANS.
NO LATER THAN 2:00 P.M. ON THE
NEGOTIATED RATE FUNDING DATE, EACH APPLICABLE LENDER WILL MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT IN DOLLARS AND IMMEDIATELY AVAILABLE FUNDS AT THE OFFICE OF
THE ADMINISTRATIVE AGENT AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF
THE NEGOTIATED RATE LOAN, IF ANY, TO BE MADE BY SUCH LENDER AS PART OF THE
NEGOTIATED RATE BORROWING TO BE MADE ON SUCH DATE IN THE MANNER PROVIDED ABOVE.
UPON RECEIPT BY THE ADMINISTRATIVE AGENT OF ALL SUCH FUNDS, THE ADMINISTRATIVE
AGENT SHALL DISBURSE TO THE BORROWER ON SUCH DATE SUCH NEGOTIATED RATE LOAN IN
LIKE FUNDS AT THE BORROWER'S ACCOUNT SPECIFIED IN THE RELEVANT NEGOTIATED RATE
LOAN NOTICE.
THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE REQUIRED TO,
ADVANCE ON BEHALF OF ANY LENDER SUCH LENDER'S NEGOTIATED RATE LOAN ON THE DATE A
NEGOTIATED RATE LOAN IS MADE UNLESS SUCH LENDER SHALL HAVE NOTIFIED THE
ADMINISTRATIVE AGENT PRIOR TO SUCH DATE THAT IT DOES NOT INTEND TO MAKE
AVAILABLE SUCH NEGOTIATED RATE LOAN ON SUCH DATE.
IF THE ADMINISTRATIVE AGENT
MAKES SUCH ADVANCE, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER SUCH
AMOUNT ON DEMAND FROM THE LENDER ON WHOSE BEHALF SUCH ADVANCE WAS MADE, AND IF
SUCH LENDER DOES NOT PAY THE ADMINISTRATIVE AGENT THE AMOUNT OF SUCH ADVANCE ON
DEMAND, THE BORROWER SHALL PROMPTLY REPAY SUCH AMOUNT TO THE ADMINISTRATIVE
AGENT.
UNTIL SUCH AMOUNT IS REPAID TO THE ADMINISTRATIVE AGENT BY SUCH LENDER
OR THE BORROWER, SUCH ADVANCE SHALL BE DEEMED FOR ALL PURPOSES TO BE A
NEGOTIATED RATE LOAN MADE BY THE ADMINISTRATIVE AGENT.
IN SUCH EVENT, IF A
LENDER HAS NOT IN FACT MADE ITS SHARE OF THE APPLICABLE NEGOTIATED RATE LOAN
AVAILABLE TO THE ADMINISTRATIVE AGENT, THEN THE APPLICABLE LENDER AND THE
BORROWER SEVERALLY AGREE TO PAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND
SUCH CORRESPONDING AMOUNT IN IMMEDIATELY AVAILABLE FUNDS WITH INTEREST THEREON,
FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS MADE AVAILABLE TO THE
BORROWER TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT
(A) IN THE CASE OF A PAYMENT TO BE MADE BY SUCH LENDER, THE GREATER OF THE
FEDERAL FUNDS RATE AND A RATE DETERMINED BY THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH BANKING INDUSTRY RULES