OR THE APPLICABLE ALTERNATIVE
CURRENCY, AS APPLICABLE, SUCH LENDER'S REVOLVING CREDIT PERCENTAGE OF SUCH
BORROWING.
SUBJECT TO SECTION 2.4(F), AFTER THE ADMINISTRATIVE AGENT'S RECEIPT
OF SUCH FUNDS AND UPON FULFILLMENT OF THE APPLICABLE CONDITIONS SET FORTH IN
ARTICLE IV, THE ADMINISTRATIVE AGENT WILL MAKE SUCH FUNDS AVAILABLE TO THE
BORROWER TO SUCH ACCOUNT AS THE BORROWER SHALL DESIGNATE FROM TIME TO TIME.
(C)
ANY LENDER WHICH DOES NOT MAKE FUNDS AVAILABLE AT THE APPLICABLE
TIME SPECIFIED UNDER THIS SECTION 2.4 (ANY SUCH LENDER A "DEFAULTING LENDER")
SHALL PAY TO THE ADMINISTRATIVE AGENT ON DEMAND INTEREST THEREON AT THE FEDERAL
FUNDS RATE FOR THE NUMBER OF DAYS FROM THE DATE OF THE APPLICABLE BORROWING TO
THE DATE ON WHICH SUCH AMOUNT BECOMES IMMEDIATELY AVAILABLE TO THE
ADMINISTRATIVE AGENT, TOGETHER WITH SUCH OTHER COMPENSATORY AMOUNTS AS MAY BE
REQUIRED TO BE PAID BY SUCH LENDER TO THE ADMINISTRATIVE AGENT PURSUANT TO THE
RULES FOR INTERBANK COMPENSATION OF THE COUNCIL ON INTERNATIONAL BANKING OR THE
CLEARINGHOUSE COMPENSATION COMMITTEE, AS THE CASE MAY BE, AS IN EFFECT FROM TIME
TO TIME.
A STATEMENT OF THE ADMINISTRATIVE AGENT SUBMITTED TO ANY LENDER WITH
RESPECT TO ANY AMOUNTS OWING UNDER THIS SECTION 2.4 SHALL BE CONCLUSIVE IN THE
ABSENCE OF MANIFEST ERROR.
IF SUCH AMOUNT IS NOT IN FACT MADE AVAILABLE TO THE
ADMINISTRATIVE AGENT BY SUCH LENDER ON THE SAME BUSINESS DAY AS THE DATE OF SUCH
BORROWING, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER SUCH AMOUNT
FROM THE BORROWER (NET OF ANY AMOUNT RECEIVED FROM THE DEFAULTING LENDER
PURSUANT TO THE PROVISIONS OF THE FIRST SENTENCE OF THIS SECTION), WITH INTEREST
THEREON AT THE RATE THEN APPLICABLE TO THE LOANS COMPRISING SUCH BORROWING, ON
DEMAND, PROVIDED THAT SUCH PAYMENT BY THE BORROWER SHALL IN NO WAY LIMIT OR
RESTRICT ITS ABILITY TO HOLD SUCH LENDER LIABLE FOR ITS FAILURE TO SO FUND.
(D)
EACH BORROWING SHALL BE IN AN AGGREGATE AMOUNT NOT LESS THAN
$1,000,000, OR AN INTEGRAL MULTIPLE OF $500,000 IN EXCESS THEREOF.
(E)
EACH NOTICE OF BORROWING (WHETHER IN WRITING OR BY TELEPHONE)
SHALL BE IRREVOCABLE AND BINDING ON THE BORROWER.
THE BORROWER SHALL PROVIDE
THE ADMINISTRATIVE AGENT WITH DOCUMENTS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT INDICATING THE NAMES OF THOSE EMPLOYEES OF THE BORROWER
AUTHORIZED BY THE BORROWER TO MAKE TELEPHONIC REQUESTS FOR LOANS AND
CONTINUATIONS AND CONVERSIONS THEREOF, AND THE ADMINISTRATIVE AGENT SHALL BE
ENTITLED TO RELY UPON SUCH DOCUMENTATION UNTIL NOTIFIED IN WRITING BY THE
BORROWER OF ANY CHANGE(S) IN THE NAMES OF THE EMPLOYEES SO AUTHORIZED.
THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED, IN THE
6
ABSENCE OF WILLFUL MISCONDUCT, BAD FAITH OR GROSS NEGLIGENCE, TO ACT ON THE
INSTRUCTIONS OF ANYONE IDENTIFYING HIMSELF AS ONE OF THE PERSONS AUTHORIZED TO
REQUEST LOANS AND CONTINUATIONS AND CONVERSIONS THEREOF BY TELEPHONE AND THE
BORROWER SHALL BE BOUND THEREBY IN THE SAME MANNER AS IF THE PERSON WERE
ACTUALLY SO AUTHORIZED.
THE BORROWER AGREES TO INDEMNIFY AND HOLD THE
ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM ANY AND ALL