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 P.M. (NEW YORK CITY TIME) 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 TWO
(2) BUSINESS DAYS AFTER THE DAY ON WHICH THE ADMINISTRATIVE AGENT CONFIRMS TO
THE BORROWER THAT THE PROBLEMS HAVE BEEN CORRECTED.
31
(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 SIGNATURE PAGE TO THE JOINDER
AGREEMENT PURSUANT TO WHICH IT BECAME A PARTY HERETO), FOR DEPOSIT TO THE
ACCOUNT OF THE BORROWER OR ITS DESIGNEE IN SAME DAY FUNDS, AT THE ACCOUNT
SPECIFIED IN THE FUNDING REQUEST, AN AMOUNT EQUAL TO SUCH LENDER'S RATABLE SHARE
OF THE ADVANCE THEN BEING MADE.
EACH WIRE TRANSFER OF AN ADVANCE