Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. Loans made on the Closing Date shall be Base Rate Loans. Company shall deliver to Administrative Agent a duly executed Notice of Borrowing on the Closing Date. Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the Closing Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the Closing Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the Closing Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Loans The Loan made on the Closing Date shall be Base Rate Loansin an amount equal to Thirty Million Dollars ($30,000,000). Company Borrower shall deliver to Administrative Agent the Initial Lender a duly executed Notice of Borrowing on no later than 1:00 P.M. (New York, New York time) at least one (1) Business Day in advance of the Closing Date. Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrower may give Administrative Agent Lender telephonic notice by the required time of any the proposed borrowing under this subsection 2.1Bon the Closing Date; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent Lender on or before the Closing Date. Neither Administrative Agent nor any Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date by the required time. The Initial Lender shall not incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent the Initial Lender believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1B, and upon funding of Loans the Loan by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Initial Lender in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company notice, Borrower shall have effected Loans or a conversion or continuation, as the case may be, Loan hereunder. Company Borrower shall notify Administrative Agent the Initial Lender prior to the funding of any Loans the Loan in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the Closing Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the Closing Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Working Capital Loans made on the Closing any Funding Date shall be Base Rate Loans. Company in a minimum amount of $5,000.00 and integral multiples of $1,000.00 in excess of that, amount whenever the Borrower desires that the Bank make a Working Capital Loan to the Borrower, the Borrower shall deliver to Administrative Agent the Bank a duly executed Notice of Borrowing Certificate no later than 11:00 A.M. (Louisville, Kentucky, time) on the Closing proposed Funding Date. Loans may Each Working Capital Loan requested by the Borrower shall be continued made to the Borrower on the Funding Date selected by the Borrower unless the Borrowing Certificate pertaining to such Working Capital Loan is delivered to the Bank after the date and time, as or converted into Base Rate Loans and LIBOR Loans applicable, specified above, in which event the Bank has the option to make the particular Working Capital Loan to the Borrower on the first Business Day that qualifies as a Funding Date in accordance with the provisions of this Section 2.1(c). The Borrowing Certificate shall be in the manner provided in subsection 2.2D. form of Exhibit D annexed hereto and shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that the amount of the proposed Working Capital Loan will not cause the Total Utilization of Working Capital Commitment to exceed the lesser of the Working Capital Commitment or the Borrowing Base. In lieu of delivering a Notice of Borrowingthe above described Borrowing Certificate, Company the Borrower may give Administrative Agent the Bank telephonic notice by the required time of any proposed borrowing the requested Working Capital Loan under this subsection 2.1BSection 2; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing Certificate to Administrative Agent the Bank on or before 12:00 Noon on the Closing requested Funding Date. Neither Administrative Agent nor any Lender The Bank shall not incur any liability to Company the Borrower in acting upon any telephonic notice referred to above that Administrative Agent which the Bank believes in good faith to have been given by an a duly Authorized Officer or other person Person authorized to borrow on behalf of Company the Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1(c) and, and upon funding of Loans any Working Capital Loan by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Bank in accordance with this Agreement, Amended and Restated Loan Agreement pursuant to any such telephonic notice Company notice, the Borrower shall have effected Loans or a conversion or continuation, as the case may be, such Working Capital Loan hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the Closing Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the Closing Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Loans made on the Closing any Funding Date shall be Base Rate Loansin an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make a Loan it shall deliver to Administrative Agent Lenders a duly executed Notice of Borrowing on no later than 12:00 noon (New York City time) at least one Business Day in advance of the Closing proposed Funding Date. Loans may The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be continued as or converted into Base Rate Loans a Business Day) and LIBOR Loans in (ii) the manner provided in subsection 2.2D. amount of the Loan requested. In lieu of delivering a the above described Notice of Borrowing, Company may give Administrative Agent Lenders telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent Lenders on or before the Closing applicable Funding Date. Neither Administrative Agent nor any No Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent such Lender believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case such Lender in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent Lenders prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the Closing applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the Closing applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. With respect to the Loans to be made on the Closing Date shall be Base Rate Loans. any Funding Date, Company shall deliver to Administrative Agent a duly executed Notice of Borrowing on no later than 1:00 P.M. (New York time) at least three Business Days in advance of the Closing Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the Funding Date (in the case of a Base Rate Loan) and shall specify (i) the proposed Funding Date, (ii) the amount of Loans requested, (iii) whether such Loans shall be Eurodollar Rate Loans or Base Rate Loans, and (iv) in the case the Loans are requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. The Loans may be continued as or converted into Base Rate Loans and LIBOR Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the Closing Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans the Loan in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the Closing Funding Date, and the acceptance by Company of the proceeds of any Loans the Loan shall constitute a re-certification by Company, as of the Closing Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Loans made Subject to the requirements of subsection 3.1Q, on the Closing Date shall the Company may request that the Lender make a loan of $5,000,000 and thereafter once a week for the next two calendar weeks the Company may request that the Lender make two additional installments of $2,500,000 each (such three installments to be Base Rate Loanscollectively known as the "Initial Loan"). After January 1, 1999, the Company may request one additional Loan each week, subject to the terms and conditions hereof in an amount no greater than $3,750,000. Loans may only be requested once a week. Whenever the Company desires that the Lender make Loans it shall deliver to Administrative Agent the Lender a duly executed Notice of Borrowing on no later than 12:00 Noon (New York time), at least three (3) Business Days in advance of the Closing proposed Funding Date. Loans may The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be continued as or converted into Base Rate Loans a Business Day) and LIBOR Loans in (ii) the manner provided in subsection 2.2D. amount of Loan requested. In lieu of delivering a the above-described Notice of Borrowing, the Company may give Administrative Agent the Lender telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent the Lender on or before the Closing applicable Funding Date. Neither Administrative Agent nor any The Lender shall not incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative Agent the Lender believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans a Loan by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lender in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify Administrative Agent the Lender prior to the funding of any Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Borrowing is are no longer true and correct as of the Closing applicable Funding Date, and the acceptance by the Company of the proceeds of any Loans shall constitute a re-certification by the Company, as of the Closing applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Loans made on the Closing Date shall be Base Rate Loans. Company shall deliver On any day when a Borrower desires to Administrative Agent a duly executed Notice of Borrowing on the Closing Date. Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing borrow under this subsection 2.1B; provided that 2.1, Editek, acting as agent for such Borrower, shall give Lender telephonic notice shall be promptly confirmed in writing of the proposed borrowing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the Closing Date11:00 a.m. (Chicago time). Neither Administrative Agent nor any Lender shall not incur any liability to Company in Borrowers for acting upon any telephonic notice referred to above that Administrative Agent Lender believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to 2.1(D). Lender will not make any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, advance pursuant to any such telephonic notice Company unless Lender has also received the most recent Borrowing Base Certificates and all other documents required under subsection 5.1(F). Each advance made to a Borrower under the Revolving Loan shall have effected Loans or a conversion or continuationbe deposited by wire transfer in immediately available funds in such account of Editek, as agent for each Borrower, as Editek may from time to time designate to Lender in writing, and Editek shall forward the case may beappropriate amount of proceeds of each such advance to or for the benefit of the appropriate Borrower. Unless payment is otherwise timely made by a Borrower, hereunder. Company shall notify Administrative Agent prior to the funding becoming due of any Loans in the event that amount required to be paid under this Agreement or any of the matters other Loan Documents as principal, accrued interest and fees shall be deemed irrevocably to which Company is be a request by such Borrower for a Revolving Loan on the due date of, and in the amount required to certify in the applicable Notice of Borrowing is no longer true pay, such principal, accrued interest and correct as of the Closing Datefees, and the acceptance proceeds of each such Revolving Loan if made by Company Lender shall be disbursed by Lender by way of direct payment of the proceeds of relevant obligation. Anything herein to the contrary notwithstanding, Lender may elect at any Loans shall constitute a re-certification by Company, as time to disburse directly to each Borrower advances of the Closing Date, as to Revolving Loan that are based upon the matters to which Company is required to certify in the applicable Notice Borrowing Base of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completedsuch Borrower.

Borrowing Mechanics. Loans made on the Closing any Funding Date shall be Base Rate Loansin an aggregate minimum amount of $500,000 and multiples of $250,000 in excess of that amount. Company Whenever any Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing on no later than 10:00 A.M. (New York City time) at least three Business Days in advance of the Closing Dateproposed Funding Date (in the case of Eurodollar Rate Loans) or at least one Business Day in advance of the proposed Funding Date (in the case of Base Rate Loans). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the Closing applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrowers is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the Closing applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the Closing applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Unless otherwise approved by the Initial Lender, to request the borrowing of Loans made pursuant to Section 2.01 on the Closing Date, the Borrower shall notify the Administrative Agent and the Initial Lender of such request by delivering a duly completed written Borrowing Request in substantially the form of Exhibit C signed by an Authorized Officer, not later than 12:00 p.m., New York time, three (3) Business Day prior to the Closing Date and shall specify the aggregate amount required to be paid to the trustee in respect of the Existing Convertible Notes to cause the Existing Convertible Note Redemption plus the amounts required for fees and expenses with respect to the Transactions, except that such amount shall not exceed the Maximum Loan Amount. Such Borrowing Request shall be irrevocable (provided that such notice may be conditioned upon other transactions that constitute conditions under Section 4.02, in which case, such notice may be revoked or extended if such transactions are not consummated or are delayed) and shall specify the location and number of the Borrower’s account to which funds are to be disbursed. Unless the Administrative Agent agrees otherwise, the proceeds of the Loan shall be disbursed directly to the “Paying Agent” in respect of the Existing Convertible Notes to fund the Existing Convertible Notes Redemption no later than three (3) Business Days after the funding of the Loan. The Initial Lender shall make the Loan available upon satisfaction or waiver of the conditions precedent specified herein, to the Borrower on the Closing Date shall in same day funds in Dollars, such funds to be Base Rate Loans. Company shall deliver credited to Administrative Agent a duly executed Notice the account of Borrowing on the Closing Date. Loans Borrower or to such other account or accounts as may be continued as or converted into Base Rate Loans and LIBOR Loans designated in writing to the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice Initial Lender by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the Closing Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2DBorrower, in each case in accordance compliance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the Closing Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the Closing Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.