THE SEVERAL LENDERS RATABLY IN THE PROPORTION
OF THEIR RESPECTIVE PERCENTAGES.
LOANS MAY BE OBTAINED AND MAINTAINED, AT THE
ELECTION OF THE BORROWER BUT SUBJECT TO THE LIMITATIONS HEREOF, AS LIBOR
ADVANCES OR BASE RATE ADVANCES.
SECTION 2.2
PROCEDURES FOR LOANS.
ANY REQUEST BY THE BORROWER FOR A LOAN SHALL
BE IRREVOCABLE AND SHALL BE IN WRITING, OR BY TELEPHONE PROMPTLY CONFIRMED IN
WRITING OR BY E-MAIL OR FAX, AND MUST BE GIVEN SO AS TO BE RECEIVED BY THE AGENT
NOT LATER THAN (I) 1:00 P.M. ON A BUSINESS DAY THAT IS THREE BUSINESS DAYS PRIOR
TO THE DATE OF ANY LOAN REQUESTED AS A LIBOR ADVANCE OR (II) 1:00 P.M. ON A
BUSINESS DAY THAT IS THE DATE OF ANY LOAN REQUESTED AS A BASE RATE ADVANCE. EACH
REQUEST FOR LOANS HEREUNDER SHALL INCLUDE A BORROWING REQUEST AND SHALL SPECIFY
(I) THE REQUESTED LOAN DATE, (II) THE AGGREGATE AMOUNT OF LOANS TO BE MADE ON
SUCH DATE, AND (III) WHETHER SUCH LOANS ARE TO BE FUNDED AS LIBOR ADVANCES (AND,
IF SO, WHETHER THE DURATION OF THE INITIAL INTEREST RATE APPLICABLE THERETO IS
TO BE ONE MONTH, TWO MONTHS OR THREE MONTHS) OR AS BASE RATE ADVANCES. THE
AGGREGATE AMOUNT OF LOANS SPECIFIED IN ANY SUCH REQUEST SHALL BE IN A MINIMUM
AMOUNT OF (X) IN THE CASE OF BASE RATE ADVANCES, $1,000,000 OR A WHOLE MULTIPLE
THEREOF AND (Y) IN THE CASE OF LIBOR ADVANCES, $10,000,000 AND WHOLE MULTIPLES
OF $5,000,000 IN EXCESS THEREOF.
THE AGENT MAY RELY ON ANY TELEPHONE REQUEST
FOR LOANS HEREUNDER WHICH IT BELIEVES IN GOOD FAITH TO BE GENUINE; AND THE
BORROWER HEREBY WAIVES THE RIGHT TO DISPUTE THE AGENT'S RECORD OF THE TERMS OF
SUCH TELEPHONE REQUEST. THE AGENT SHALL PROMPTLY NOTIFY EACH OTHER LENDER OF THE
RECEIPT OF SUCH REQUEST, THE MATTERS SPECIFIED THEREIN, AND OF SUCH LENDER'S
RATABLE SHARE OF THE REQUESTED LOANS. ON THE REQUESTED LOAN DATE, EACH LENDER
SHALL PROVIDE ITS SHARE OF THE REQUESTED LOANS TO THE AGENT IN IMMEDIATELY
AVAILABLE FUNDS NOT LATER THAN 2:30 P.M.
UNLESS EITHER THE AGENT OR THE
REQUIRED LENDERS DETERMINE THAT ANY APPLICABLE CONDITION SPECIFIED IN
ARTICLE III HAS NOT BEEN SATISFIED, THE AGENT WILL MAKE AVAILABLE TO THE
BORROWER AT THE AGENT'S PRINCIPAL OFFICE IN MINNEAPOLIS, MINNESOTA IN
IMMEDIATELY AVAILABLE FUNDS NOT LATER THAN 3:00 P.M. ON THE REQUESTED LOAN DATE
THE AMOUNT OF THE REQUESTED LOANS TO THE EXTENT THAT THE LENDERS HAVE FUNDED
THEIR RESPECTIVE SHARES THEREOF (OTHER THAN THE PROCEEDS OF THE LOANS MADE
PURSUANT TO SECTION 2.13, WHICH, ON THE APPLICABLE LOAN DATE, SHALL NOT BE MADE
AVAILABLE TO THE BORROWER BUT SHALL BE DEPOSITED BY THE AGENT INTO THE LETTER OF
CREDIT COLLATERAL ACCOUNT IN ACCORDANCE WITH SECTION 2.13).
EACH REQUEST FOR A
LOAN HEREUNDER SHALL BE DEEMED A REPRESENTATION BY THE BORROWER THAT ON THE DATE
OF SUCH REQUEST AND THE APPLICABLE LOAN DATE AND AFTER GIVING EFFECT TO SUCH
LOAN, THE APPLICABLE CONDITIONS SPECIFIED IN ARTICLE III HAVE BEEN AND WILL BE