SHALL PROMPTLY NOTIFY EACH LENDER OF THE AMOUNT OF ITS PRO RATA SHARE OF
THE APPLICABLE CLASS OF LOANS, AND IF NO TIMELY NOTICE OF A CONVERSION OR
CONTINUATION IS PROVIDED BY THE BORROWER, THE ADMINISTRATIVE AGENT SHALL NOTIFY
EACH LENDER OF THE DETAILS OF ANY AUTOMATIC CONVERSION TO BASE RATE LOANS OR
CONTINUATION DESCRIBED IN SECTION 2.02(A).
IN THE CASE OF EACH BORROWING, EACH
APPROPRIATE LENDER SHALL MAKE THE AMOUNT OF ITS LOAN AVAILABLE TO THE
ADMINISTRATIVE AGENT IN SAME DAY FUNDS AT THE ADMINISTRATIVE AGENT'S OFFICE FOR
THE APPLICABLE CURRENCY NOT LATER THAN 1:00 P.M., IN THE CASE OF ANY LOAN
DENOMINATED IN DOLLARS, AND NOT LATER THAN 1:00 P.M. (LONDON TIME) IN THE CASE
OF ANY LOAN IN AN ALTERNATIVE CURRENCY, IN EACH CASE ON THE BUSINESS DAY
SPECIFIED IN THE APPLICABLE COMMITTED LOAN NOTICE.
UPON SATISFACTION OF THE
APPLICABLE CONDITIONS SET FORTH IN SECTION 4.02 (AND, IF SUCH BORROWING IS THE
INITIAL CREDIT EXTENSION, SECTION 4.01), THE ADMINISTRATIVE AGENT SHALL MAKE ALL
FUNDS SO RECEIVED AVAILABLE TO THE BORROWER IN LIKE FUNDS AS RECEIVED BY THE
ADMINISTRATIVE AGENT EITHER BY (I) CREDITING THE ACCOUNT OF THE BORROWER ON THE
BOOKS OF UBS AG, STAMFORD BRANCH WITH THE AMOUNT OF SUCH FUNDS OR (II) WIRE
TRANSFER OF SUCH FUNDS, IN EACH CASE IN ACCORDANCE WITH INSTRUCTIONS PROVIDED TO
(AND REASONABLY ACCEPTABLE TO) THE ADMINISTRATIVE AGENT BY THE BORROWER;
PROVIDED THAT IF, ON THE DATE THE COMMITTED LOAN NOTICE WITH RESPECT TO SUCH
BORROWING IS GIVEN BY THE BORROWER, THERE ARE SWING LINE LOANS OR L/C BORROWINGS
OUTSTANDING, THEN THE PROCEEDS OF SUCH BORROWING SHALL BE APPLIED, FIRST, TO THE
PAYMENT IN FULL OF ANY SUCH L/C BORROWINGS, SECOND, TO THE PAYMENT IN FULL OF
ANY SUCH SWING LINE LOANS, AND THIRD, TO THE BORROWER AS PROVIDED ABOVE.
(C)
EXCEPT AS OTHERWISE PROVIDED HEREIN, A EUROCURRENCY RATE LOAN MAY
BE CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN INTEREST PERIOD FOR SUCH
EUROCURRENCY RATE LOAN UNLESS THE BORROWER PAYS THE AMOUNT DUE, IF ANY, UNDER
SECTION 3.05 IN CONNECTION THEREWITH.
DURING THE EXISTENCE OF AN EVENT OF
DEFAULT, THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY REQUIRE THAT NO
LOANS MAY BE CONVERTED TO OR CONTINUED AS EUROCURRENCY RATE LOANS.
(D)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND
THE LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD FOR
EUROCURRENCY RATE LOANS UPON DETERMINATION OF SUCH INTEREST RATE.
THE
DETERMINATION OF THE EUROCURRENCY RATE BY THE ADMINISTRATIVE AGENT SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
AT ANY TIME THAT BASE RATE LOANS
ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND THE
LENDERS OF ANY CHANGE IN UBS AG, STAMFORD BRANCH PRIME RATE USED IN DETERMINING
THE BASE RATE PROMPTLY FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH CHANGE.
49
(E)
AFTER GIVING EFFECT TO ALL TERM BORROWINGS, ALL REVOLVING CREDIT
BORROWINGS, ALL CONVERSIONS OF TERM LOANS OR REVOLVING CREDIT LOANS FROM ONE
TYPE TO THE OTHER, AND ALL CONTINUATIONS OF