BUSINESS
DAY.
EACH NOTICE OF BORROWING SHALL BE IRREVOCABLE AND SHALL SPECIFY (A) THE
AMOUNT OF THE BORROWING, (B) THE REQUESTED FUNDING DATE (WHICH MUST BE A
BUSINESS DAY), (C) WHETHER THE BORROWING IS TO BE MADE AS BASE RATE LOANS OR
LIBOR LOANS, AND (D) IN THE CASE OF LIBOR LOANS, THE DURATION OF THE APPLICABLE
INTEREST PERIOD (WHICH SHALL BE DEEMED TO BE 30 DAYS IF NOT SPECIFIED).
IN
ADDITION, IN THE CASE OF A BORROWING AFTER THE AVAILABILITY ELECTION WHICH WOULD
RESULT IN AVAILABILITY BEING LESS THAN $50,000,000, THE NOTICE OF BORROWING
SHALL DEMONSTRATE THAT THE FIXED CHARGE COVERAGE RATIO WOULD BE NOT LESS THAN
1.00 : 1.00 AFTER GIVING EFFECT TO SUCH BORROWING AS OF THE END OF THE FISCAL
QUARTER IMMEDIATELY PRECEDING SUCH FUNDING FOR WHICH FINANCIAL INFORMATION
PURSUANT TO SECTION 10.1.2(A) OR (B) HAS BEEN DELIVERED TO AGENT.
B.
UNLESS PAYMENT IS OTHERWISE TIMELY MADE BY BORROWERS, THE
BECOMING DUE OF ANY OBLIGATIONS (WHETHER PRINCIPAL, INTEREST, FEES OR OTHER
CHARGES, INCLUDING EXTRAORDINARY EXPENSES, LC OBLIGATIONS, CASH COLLATERAL AND
BANK PRODUCT DEBT) SHALL BE DEEMED TO BE A REQUEST FOR BASE RATE LOANS ON THE
DUE DATE, IN THE AMOUNT OF SUCH OBLIGATIONS.
THE PROCEEDS OF SUCH LOANS SHALL
BE DISBURSED AS DIRECT PAYMENT OF THE RELEVANT OBLIGATION.
IN
48
ADDITION, AGENT MAY, AT ITS OPTION, CHARGE SUCH OBLIGATIONS AGAINST ANY
OPERATING, INVESTMENT OR OTHER ACCOUNT OF A BORROWER MAINTAINED WITH AGENT OR
ANY OF ITS AFFILIATES.
C.
IF BORROWERS ESTABLISH A CONTROLLED DISBURSEMENT ACCOUNT WITH
AGENT OR ANY AFFILIATE OF AGENT, THEN THE PRESENTATION FOR PAYMENT OF ANY CHECK
OR OTHER ITEM OF PAYMENT DRAWN ON SUCH ACCOUNT AT A TIME WHEN THERE ARE
INSUFFICIENT FUNDS TO COVER IT SHALL BE DEEMED TO BE A REQUEST FOR BASE RATE
LOANS ON THE DATE OF SUCH PRESENTATION, IN THE AMOUNT OF THE CHECK AND ITEMS
PRESENTED FOR PAYMENT.
THE PROCEEDS OF SUCH LOANS MAY BE DISBURSED DIRECTLY TO
THE CONTROLLED DISBURSEMENT ACCOUNT OR OTHER APPROPRIATE ACCOUNT.
4.1.2
FUNDINGS BY LENDERS.
EACH LENDER SHALL TIMELY HONOR ITS COMMITMENT
BY FUNDING ITS PRO RATA SHARE OF EACH BORROWING OF LOANS THAT IS PROPERLY
REQUESTED HEREUNDER.
EXCEPT FOR BORROWINGS TO BE MADE AS SWINGLINE LOANS, AGENT
SHALL ENDEAVOR TO NOTIFY LENDERS OF EACH NOTICE OF BORROWING (OR DEEMED REQUEST
FOR A BORROWING) BY 12:00 NOON ON THE PROPOSED FUNDING DATE FOR BASE RATE LOANS
OR BY 3:00 P.M. AT LEAST TWO BUSINESS DAYS BEFORE ANY PROPOSED FUNDING OF LIBOR
LOANS.
EACH LENDER SHALL FUND TO AGENT SUCH LENDER'S PRO RATA SHARE OF THE
BORROWING TO THE ACCOUNT SPECIFIED BY AGENT IN IMMEDIATELY AVAILABLE FUNDS NOT
LATER THAN 2:00 P.M. ON THE REQUESTED FUNDING DATE, UNLESS AGENT'S NOTICE IS
RECEIVED AFTER THE TIMES PROVIDED ABOVE, IN WHICH EVENT LENDER SHALL FUND ITS
PRO RATA SHARE BY 11:00 A.M. ON THE NEXT BUSINESS DAY.
SUBJECT TO ITS RECEIPT
OF SUCH AMOUNTS FROM LENDERS, AGENT SHALL DISBURSE THE PROCEEDS OF THE LOANS AS
DIRECTED BY BORROWER AGENT.
UNLESS AGENT SHALL