IN ANY SUCH NOTICE FOR A BORROWING
OF LIBOR LOANS, SUCH NOTICE SHALL BE DEEMED A REQUEST FOR AN INTEREST PERIOD OF
ONE MONTH.
IF NO ELECTION IS MADE AS TO THE TYPE OF LOAN, SUCH NOTICE SHALL BE
DEEMED A REQUEST FOR A BORROWING OF BASE RATE LOANS.
THE ADMINISTRATIVE AGENT
SHALL PROMPTLY NOTIFY EACH LENDER OF ITS PROPORTIONATE SHARE OF SUCH BORROWING,
THE DATE OF SUCH BORROWING, THE TYPE OF BORROWING BEING REQUESTED AND THE
INTEREST PERIOD OR INTEREST PERIODS APPLICABLE THERETO, AS APPROPRIATE.
ON THE
BORROWING DATE SPECIFIED IN SUCH NOTICE, EACH LENDER SHALL MAKE ITS SHARE OF THE
BORROWING AVAILABLE AT THE OFFICE OF THE ADMINISTRATIVE AGENT AT 100 FEDERAL
STREET, BOSTON, MASSACHUSETTS 02110, NOT LATER THAN 4:00
37
P.M. IN IMMEDIATELY AVAILABLE FUNDS.
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOTICE FROM A LENDER PRIOR TO THE PROPOSED DATE OF ANY BORROWING OF
LIBOR LOANS AND NO LESS THAN ONE (1) HOUR PRIOR TO THE PROPOSED BORROWING OF
BASE RATE LOANS THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE
AGENT SUCH LENDER'S SHARE OF SUCH BORROWING, THE ADMINISTRATIVE AGENT MAY ASSUME
THAT SUCH LENDER HAS MADE SUCH SHARE AVAILABLE ON SUCH DATE IN ACCORDANCE WITH
THIS SECTION AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE
BORROWERS A CORRESPONDING AMOUNT.
IN SUCH EVENT, IF A LENDER HAS NOT IN FACT
MADE ITS SHARE OF THE APPLICABLE BORROWING AVAILABLE TO THE ADMINISTRATIVE
AGENT, THEN THE APPLICABLE LENDER AND THE BORROWERS SEVERALLY AGREE TO PAY TO
THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT WITH
INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS MADE
AVAILABLE TO THE BORROWERS TO BUT EXCLUDING THE DATE OF PAYMENT TO THE
ADMINISTRATIVE AGENT, AT (I) IN THE CASE OF SUCH LENDER, THE GREATER OF THE
FEDERAL FUNDS EFFECTIVE RATE AND A RATE DETERMINED BY THE ADMINISTRATIVE AGENT
IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION OR (II) IN
THE CASE OF THE BORROWERS, THE INTEREST RATE APPLICABLE TO BASE RATE LOANS FOR
EXTENDING AND NON-EXTENDING LENDERS, RESPECTIVELY.
IF SUCH LENDER PAYS SUCH
AMOUNT TO THE ADMINISTRATIVE AGENT, THEN SUCH AMOUNT SHALL CONSTITUTE SUCH
LENDER'S LOAN INCLUDED IN SUCH BORROWING.
UPON RECEIPT OF THE FUNDS MADE
AVAILABLE BY THE LENDERS TO FUND ANY BORROWING HEREUNDER, THE ADMINISTRATIVE
AGENT SHALL DISBURSE SUCH FUNDS IN THE MANNER SPECIFIED IN THE NOTICE OF
BORROWING DELIVERED BY THE BORROWERS AND SHALL USE REASONABLE EFFORTS TO MAKE
THE FUNDS SO RECEIVED FROM THE LENDERS AVAILABLE TO THE BORROWERS NOT LATER THAN
4:00 P.M.
SECTION 2.4
Overadvances
.
The Agents, the Lenders and the Issuing Banks have no obligation to make any
Loan or to provide any Letter of Credit to the extent an Overadvance would
result.
The Administrative Agent may, in its discretion, make Permitted
Overadvances without the consent of the Lenders and each Lender shall be bound
thereby.
Any Permitted Overadvances may constitute Swingline Loans.
The making
of any Permitted Overadvance is for the