Loan Commitment. On the
Maturity Date, the Borrower shall repay all then unpaid Loans in full in
Dollars.
(B)
EACH LENDER MAY AT ITS OPTION MAKE ANY LIBOR LOAN BY
CAUSING ANY DOMESTIC OR FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH
LOAN, PROVIDED THAT (A) ANY EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE
OBLIGATION OF THE BORROWER TO REPAY SUCH LOAN AND (B) IN EXERCISING SUCH OPTION,
SUCH LENDER SHALL USE ITS REASONABLE EFFORTS TO MINIMIZE ANY INCREASED COSTS TO
THE BORROWER RESULTING THEREFROM (WHICH OBLIGATION OF THE LENDER SHALL NOT
REQUIRE IT TO TAKE, OR REFRAIN FROM TAKING, ACTIONS THAT IT DETERMINES WOULD
RESULT IN INCREASED COSTS FOR WHICH IT WILL NOT BE COMPENSATED HEREUNDER OR THAT
IT DETERMINES WOULD BE OTHERWISE DISADVANTAGEOUS TO IT AND IN THE EVENT OF SUCH
REQUEST FOR COSTS FOR WHICH COMPENSATION IS PROVIDED UNDER THIS AGREEMENT, THE
PROVISIONS OF SECTION 2.10 SHALL APPLY).
2.2.
MAXIMUM NUMBER OF BORROWINGS.
MORE THAN ONE
BORROWING MAY BE INCURRED ON ANY DATE, PROVIDED THAT AT NO TIME SHALL THERE BE
OUTSTANDING MORE THAN 30 BORROWINGS OF LIBOR LOANS UNDER THIS AGREEMENT.
2.3.
NOTICE OF BORROWING.
(A)
THE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT AT
THE ADMINISTRATIVE AGENT'S OFFICE PRIOR TO 9:00 A.M. (NEW YORK CITY TIME) AT
LEAST TWO BUSINESS DAYS' PRIOR WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY
CONFIRMED IN WRITING) OF THE BORROWING OF THE SENIOR SUBORDINATED INTERIM LOANS.
SUCH NOTICE (A "NOTICE OF BORROWING") SHALL SPECIFY (I) THE AGGREGATE PRINCIPAL
AMOUNT OF THE SENIOR SUBORDINATED INTERIM LOANS TO BE BORROWED (THE "SENIOR
SUBORDINATED INTERIM LOANS REQUESTED AMOUNT") (SUCH SENIOR SUBORDINATED INTERIM
LOANS REQUESTED AMOUNT NOT TO EXCEED IN THE AGGREGATE THE TOTAL SENIOR
SUBORDINATED INTERIM LOAN COMMITMENT), (II) THE DATE OF THE BORROWING (WHICH
SHALL BE THE CLOSING DATE) AND (III) THE INTEREST PERIOD TO BE INITIALLY
APPLICABLE THERETO. THE ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE EACH LENDER
WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) OF THE
PROPOSED BORROWING OF SENIOR SUBORDINATED INTERIM LOANS, OF SUCH LENDER'S
PROPORTIONATE SHARE THEREOF AND OF THE OTHER MATTERS COVERED BY THE RELATED
NOTICE OF BORROWING.
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(B)
WITHOUT IN ANY WAY LIMITING THE OBLIGATION OF THE
BORROWER TO CONFIRM IN WRITING ANY NOTICE IT MAY GIVE HEREUNDER BY TELEPHONE,
THE ADMINISTRATIVE AGENT MAY ACT PRIOR TO RECEIPT OF WRITTEN CONFIRMATION
WITHOUT LIABILITY UPON THE BASIS OF SUCH TELEPHONIC NOTICE BELIEVED BY THE
ADMINISTRATIVE AGENT IN GOOD FAITH TO BE FROM AN AUTHORIZED OFFICER OF THE
BORROWER.
2.4.
DISBURSEMENT OF FUNDS.
(A)
NO LATER THAN 10:00 A.M. (NEW YORK CITY TIME) ON
THE DATE SPECIFIED IN THE NOTICE OF BORROWING, EACH LENDER WILL MAKE AVAILABLE
ITS PRO RATA PORTION, IF ANY, OF EACH BORROWING REQUESTED TO BE MADE ON SUCH
DATE IN THE MANNER PROVIDED BELOW; PROVIDED THAT SUCH FUNDS MAY BE MADE
AVAILABLE AT SUCH EARLIER TIME AS MAY BE AGREED AMONG THE LENDERS, THE BORROWER
AND THE ADMINISTRATIVE AGENT FOR THE PURPOSE OF CONSUMMATING THE TRANSACTIONS.
(B)
EACH LENDER SHALL MAKE