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 GAVE THE ADMINISTRATIVE AGENT AT THE ADMINISTRATIVE
AGENT'S OFFICE ON THE ORIGINAL CLOSING DATE, THE NOTICE OF THE BORROWING OF THE
SENIOR SUBORDINATED INTERIM LOANS.
SUCH NOTICE (A "NOTICE OF BORROWING")
SPECIFIED (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 WAS THE ORIGINAL CLOSING DATE) AND (III) THE INTEREST
PERIOD TO BE INITIALLY APPLICABLE THERETO.
THE ADMINISTRATIVE AGENT PROMPTLY
GAVE EACH LENDER WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN
WRITING) OF THE 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.
(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 2:00 P.M. (NEW YORK CITY TIME) ON THE DATE SPECIFIED
IN THE NOTICE OF BORROWING, EACH LENDER MADE AVAILABLE ITS PRO RATA PORTION, IF
ANY, OF EACH BORROWING MADE ON THE ORIGINAL CLOSING DATE IN THE MANNER PROVIDED
BELOW; PROVIDED THAT SUCH FUNDS WERE MADE AVAILABLE AT SUCH EARLIER TIME AS WAS
AGREED AMONG THE LENDERS, THE BORROWER AND THE ADMINISTRATIVE AGENT FOR THE
PURPOSE OF CONSUMMATING THE TRANSACTIONS.
(B)
EACH LENDER MADE AVAILABLE ALL AMOUNTS IT WAS TO FUND TO THE
BORROWER UNDER THE BORROWING FOR ITS APPLICABLE COMMITMENTS, AND IN IMMEDIATELY
AVAILABLE FUNDS TO THE
53
ADMINISTRATIVE AGENT AT THE ADMINISTRATIVE AGENT'S OFFICE AND THE ADMINISTRATIVE
AGENT MADE AVAILABLE TO THE BORROWER, BY DEPOSITING TO AN ACCOUNT DESIGNATED BY
THE BORROWER TO THE ADMINISTRATIVE AGENT THE AGGREGATE OF THE AMOUNTS SO MADE
AVAILABLE IN DOLLARS.
UNLESS THE ADMINISTRATIVE AGENT HAD BEEN NOTIFIED BY ANY
LENDER PRIOR TO THE DATE OF THE BORROWING THAT SUCH LENDER DID NOT INTEND TO
MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT ITS PORTION OF THE BORROWING MADE ON
SUCH DATE, THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LENDER MADE SUCH