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 PRIME RATE LOANS OR LIBOR