BORROWERS THEREUNDER OR
UNDER THIS AGREEMENT.
EACH NOTE SHALL (X) BE DATED THE CLOSING DATE, (Y) BE
STATED TO MATURE ON THE COMMITMENT TERMINATION DATE AND (Z) PROVIDE FOR THE
PAYMENT OF INTEREST IN ACCORDANCE WITH SECTION 3.1.
(D)
PROCEDURE FOR CREDIT BORROWING.
BORROWINGS SHALL BE MADE ON
NOTICE FROM THE FUNDS ADMINISTRATOR TO THE ADMINISTRATIVE AGENT (X) PRIOR TO
12:00 NOON (NEW YORK CITY TIME), THREE BUSINESS DAYS PRIOR TO THE REQUESTED
BORROWING DATE, IF ALL OR ANY PART OF THE REQUESTED LOANS ARE TO BE EURODOLLAR
LOANS AND (Y) PRIOR TO 2:00 P.M. (NEW YORK CITY TIME), ON THE BUSINESS DAY OF
THE REQUESTED BORROWING DATE, WITH RESPECT TO BORROWINGS OF BASE RATE LOANS,
SPECIFYING (I) THE AMOUNT TO BE BORROWED, (II) THE REQUESTED BORROWING DATE,
(III) WHETHER THE BORROWING IS TO BE OF EURODOLLAR LOANS, BASE RATE LOANS, OR A
COMBINATION THEREOF AND (IV) IF THE BORROWING IS TO BE ENTIRELY OR PARTLY OF
EURODOLLAR LOANS, THE RESPECTIVE AMOUNTS OF EACH SUCH TYPE OF LOAN AND THE
RESPECTIVE LENGTHS OF THE INITIAL INTEREST PERIODS THEREFOR.
EACH BORROWING
UNDER THE COMMITMENTS SHALL BE IN AN AMOUNT EQUAL TO OR IN EXCESS OF (X) IN THE
CASE OF BASE RATE LOANS, ONE MILLION DOLLARS ($1,000,000) (OR, IF LESS, THE THEN
TOTAL AVAILABLE COMMITMENT) AND (Y) IN THE CASE OF EURODOLLAR LOANS, ONE MILLION
DOLLARS ($1,000,000); PROVIDED, HOWEVER, THAT ANY BORROWING OF LOANS TO BE USED
SOLELY TO PAY THE AGGREGATE AMOUNT OF THE DRAWING ON ANY LETTER OF CREDIT
PURSUANT TO SECTION 2.3(C) MAY BE IN THE AMOUNT OF SUCH DRAWING.
SUCH BORROWING
WILL THEN BE MADE AVAILABLE TO BORROWERS BY 4:00 P.M. (NEW YORK CITY TIME) BY
ADMINISTRATIVE AGENT'S CREDITING THE ACCOUNT OR ACCOUNTS OF BORROWERS DESIGNATED
BY THE FUNDS ADMINISTRATOR ON THE BOOKS OF SUCH OFFICE WITH THE AGGREGATE OF THE
LOANS.
(I)
EACH NOTICE OF BORROWING SHALL BE GIVEN BY, ALTERNATIVELY,
TELEPHONE, FACSIMILE OR ELECTRONIC E-MAIL TRANSMISSION, AND, IF BY TELEPHONE OR
ELECTRONIC E-MAIL TRANSMISSION, CONFIRMED IN WRITING ON THE SAME BUSINESS DAY TO
THE EXTENT REQUESTED BY ADMINISTRATIVE AGENT, SUBSTANTIALLY IN THE FORM OF
EXHIBIT 2.1(D) (THE "NOTICE OF BORROWING").
EACH NOTICE OF BORROWING SHALL BE
IRREVOCABLE BY AND BINDING ON THE FUNDS ADMINISTRATOR AND THE BORROWERS.
41
(II)
THE FUNDS ADMINISTRATOR SHALL NOTIFY THE ADMINISTRATIVE AGENT IN
WRITING OF THE NAMES OF THE OFFICERS OF THE FUNDS ADMINISTRATOR AUTHORIZED TO
REQUEST LOANS ON BEHALF OF THE BORROWERS AND SPECIFYING WHICH OF THOSE OFFICERS
ARE ALSO, OR, IF NONE ARE, THE OTHER OFFICERS THAT ARE, AUTHORIZED TO DIRECT THE
DISBURSEMENT OF LOANS IN A MANNER CONTRARY TO STANDING DISBURSEMENT
INSTRUCTIONS, AND SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH A SPECIMEN
SIGNATURE OF EACH SUCH OFFICER.
IN THE ABSENCE OF A SPECIFICATION OF THOSE
OFFICERS WHO ARE AUTHORIZED TO VARY STANDING DISBURSEMENT INSTRUCTIONS, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT EACH OFFICER AUTHORIZED TO REQUEST LOANS
ALSO HAS SUCH AUTHORITY.
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY
CONCLUSIVELY ON THE AUTHORITY OF SUCH OFFICERS OF THE