Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. The Loan made on the Closing Date shall be in an amount equal to Thirty Million Dollars ($30,000,000). Borrower shall deliver to the Initial Lender a duly executed Notice of Borrowing no later than 1:00 P.M. (New York, New York time) at least one (1) Business Day in advance of the Closing Date. In lieu of delivering a Notice of Borrowing, Borrower may give Lender telephonic notice by the required time of the proposed borrowing on the Closing Date; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender on or before the Closing Date. 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 Borrower in acting upon any telephonic notice referred to above that the Initial Lender believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2.1B, and upon funding of the Loan by the Initial Lender in accordance with this Agreement pursuant to any such telephonic notice, Borrower shall have effected the Loan hereunder. Borrower shall notify the Initial Lender prior to the funding of the Loan in the event that any of the matters to which Borrower is required to certify in the Notice of Borrowing is no longer true and correct as of the Closing Date, and the acceptance by Borrower of the proceeds of any Loans shall constitute a re-certification by Borrower, as of the Closing Date, as to the matters to which Borrower is required to certify in the applicable Notice of Borrowing.

Borrowing Mechanics. The Loan Loans made on the Closing Date shall be in an amount equal to Thirty Million Dollars ($30,000,000)Base Rate Loans. Borrower Company shall deliver to the Initial Lender Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York, New York time) at least one (1) Business Day in advance of 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, Borrower Company may give Lender Administrative Agent telephonic notice by the required time of the any proposed borrowing on the Closing Dateunder this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender Administrative Agent on or before the Closing Date. Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date by the required time. The Initial Neither Administrative Agent nor any Lender shall not incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Initial Lender Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Borrower Company or for otherwise acting in good faith under this Section 2.1Bsubsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the Loan by applicable basis for determining the Initial Lender interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice, Borrower notice Company shall have effected Loans or a conversion or continuation, as the Loan case may be, hereunder. Borrower Company shall notify the Initial Lender Administrative Agent prior to the funding of the Loan any Loans in the event that any of the matters to which Borrower 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 Borrower Company of the proceeds of any Loans shall constitute a re-certification by BorrowerCompany, as of the Closing Date, as to the matters to which Borrower 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. The Term Loans or Revolving Loans made on any Funding Date (other than a Revolving Loan made on for the Closing Date purpose of reimbursing any Issuing Bank for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount equal to Thirty Million Dollars (of $30,000,000)50,000 and integral multiples of $25,000 in excess of that amount. Whenever the Borrower desires that Banks make Term Loans or Revolving Loans it shall deliver to the Initial Lender Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New YorkYork City time), New York time) at least one (1) Business Day in advance of the Closing proposed Funding Date. In lieu of delivering a the above-described Notice of BorrowingBorrowing , the Borrower may give Lender the Agent telephonic notice by the required time of the any proposed borrowing on the Closing Dateunder this Section 2.1.2; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender the Agent on or before the Closing applicable Funding Date. Initial Lender acknowledges receipt of telephonic notice of Neither the proposed borrowing on the Closing Date by the required time. The Initial Lender Agent nor any Bank shall not incur any liability to Borrower any Loan Party in acting upon any telephonic notice referred to above that the Initial Lender 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 the Borrower or for otherwise acting in good faith under this Section 2.1B2.1.2, and upon funding of the Loan Loans by the Initial Lender Banks in accordance with this Agreement pursuant to any such telephonic notice, notice the Borrower shall have effected the Loan Loans hereunder. The Borrower shall notify the Initial Lender Agent prior to the funding of the Loan any Loans in the event that any of the matters to which the Borrower 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 Borrower of the proceeds of any Loans shall constitute a re-certification recertification by the Borrower, as of the Closing applicable Funding Date, as to the matters to which Borrower is required to certify in the applicable Notice of Borrowing.

Borrowing Mechanics. The Loan made on Whenever Company desires that Lenders make the Closing Date shall be in an amount equal to Thirty Million Dollars ($30,000,000). Borrower Loans it shall deliver to the Initial Lender Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York, New York City time) at least one (1) Business Day in advance of the proposed Closing Date. The Notice of Borrowing shall specify (i) the proposed Closing Date (which shall be a Business Day), (ii) the amount of Loans requested, and (iii) that such Loans shall initially be Base Rate Loans. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Borrower Company may give Lender Administrative Agent telephonic notice by the required time of the any proposed borrowing on the Closing Dateunder this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender Administrative Agent on or before the Closing Date. Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date by the required time. The Initial Neither Administrative Agent nor any Lender shall not incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Initial Lender 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 Borrower Company or for otherwise acting in good faith under this Section subsection 2.1B, and upon funding receipt by Company of the Loan proceeds of any Loans funded by the Initial Lender Lenders in accordance with this Agreement pursuant to any such telephonic notice, Borrower notice Company shall have effected the Loan Loans hereunder. Borrower Company shall notify the Initial Lender Administrative Agent prior to the funding of the Loan Loans in the event that any of the matters to which Borrower 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 Borrower Company of the proceeds of any the Loans shall constitute a re-certification by BorrowerCompany, as of the Closing Date, as to the matters to which Borrower 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 a 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 in accordance therewith.

Borrowing Mechanics. The Loan Revolving Loans made on the Closing any Funding Date shall be in an aggregate minimum amount equal of $3,000,000 in increments of $100,000 (except for such lesser amounts as may be required pursuant to Thirty Million Dollars ($30,000,000subsection 2.9C). Borrower Whenever the Company desires that the Lenders make Revolving Loans it shall deliver (which delivery may be made by telecopier, promptly followed by delivery by overnight courier) to the Initial Lender Agent a duly executed Notice of Borrowing no later than 1:00 P.M. p.m. (New York, New York time) at least one (1) three Business Day Days in advance of the Closing Date. In lieu proposed Funding Date (in the case of delivering a Notice of Borrowing, Borrower may give Lender telephonic notice by the required time of Eurodollar Rate Loans) or on the proposed borrowing on Funding Date (in the Closing Date; provided that such notice shall be promptly confirmed in writing by delivery case of a duly executed Base Rate Loans). The Notice of Borrowing to Lender on or before the Closing Date. Initial Lender acknowledges receipt of telephonic notice of shall specify (i) the proposed borrowing on Funding Date (which shall be a Business Day), (ii) the Closing Date by amount of Revolving Loans requested, (iii) whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans and (iv) in the required timecase of any loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. The Initial Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Neither the Agent nor any Lender shall not incur any liability to Borrower the Company in acting upon any telephonic notice referred to above that the Initial Lender Agent believes in good faith to have been given by an a Responsible Officer or other person authorized to borrow on behalf of Borrower the Company or for otherwise acting in good faith under this Section subsection 2.1B, and upon funding of the Loan Revolving Loans by the Initial Lender Lenders to the Agent and the funding of such Revolving Loans by the Agent to the Company in accordance with this Agreement pursuant to any such telephonic notice, Borrower notice the Company shall have effected the Loan borrowing of Revolving Loans hereunder. Borrower The Company shall notify the Initial Lender Agent prior to the funding of the Loan any Loans in the event that any of the matters to which Borrower the 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 Borrower the Company of the proceeds of any Revolving Loans shall constitute a re-certification by Borrowerthe -27- 35 Company, as of the Closing applicable Funding Date, as to the matters to which Borrower 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 a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. The Loan Loans made on the Closing any Funding Date shall be in an aggregate minimum amount equal to Thirty Million Dollars (of $30,000,000)500,000 and integral multiples of $100,000 in excess of that amount. Borrower Whenever Company desires that Lenders make a Loan it shall deliver to the Initial Lender Lenders a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 noon (New York, New York City time) at least one (1) Business Day in advance of the Closing proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day) and (ii) the amount of the Loan requested. In lieu of delivering a the above described Notice of Borrowing, Borrower Company may give Lender Lenders telephonic notice by the required time of the any proposed borrowing on the Closing Dateunder this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender Lenders on or before the Closing applicable Funding Date. Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date by the required time. The Initial No Lender shall not incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Initial 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 Borrower Company or for otherwise acting in good faith under this Section subsection 2.1B, and upon funding of the Loan Loans by the Initial such Lender in accordance with this Agreement pursuant to any such telephonic notice, Borrower notice Company shall have effected the Loan Loans hereunder. Borrower Company shall notify the Initial Lender Lenders prior to the funding of the Loan any Loans in the event that any of the matters to which Borrower 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 Borrower Company of the proceeds of any Loans shall constitute a re-certification by BorrowerCompany, as of the Closing applicable Funding Date, as to the matters to which Borrower Company is required to certify in the applicable Notice of Borrowing.

Borrowing Mechanics. The Loan Revolving Loans made as Base Rate Loans on the Closing any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount equal to Thirty Million Dollars (of $30,000,000)1,000,000 and multiples of $100,000 in excess of that amount. Borrower Revolving Loans made as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to the Initial Lender Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York, New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one (1) Business Day in advance of the Closing Dateproposed Funding Date (in the case of a Base Rate Loan). Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Borrower Company may give Lender Administrative Agent telephonic notice by the required time of the any proposed borrowing on the Closing Dateunder this subsection 2.1D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender Administrative Agent on or before the Closing applicable Funding Date. Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date by the required time. The Initial Neither Administrative Agent nor any Lender shall not incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Initial Lender Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2.1B, and upon funding of the Loan by the Initial Lender in accordance with this Agreement pursuant to any such telephonic notice, Borrower shall have effected the Loan hereunderCompany. Borrower Company shall notify the Initial Lender Administrative Agent prior to the funding of the Loan any Loans in the event that any of the matters to which Borrower 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 Borrower Company of the proceeds of any Loans shall constitute a re-certification by BorrowerCompany, as of the Closing applicable Funding Date, as to the matters to which Borrower 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 a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. The Loan Term Loans or Revolving Loans made on the Closing any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount equal to Thirty Million Dollars (of $30,000,000)500,000 and multiples of $250,000 in excess of that amount; provided that Term Loans or Revolving Loans made on any -------- Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Borrower Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to the Initial Lender Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York, New York City time) at least one (1) three Business Day Days in advance of the Closing Dateproposed Funding Date (in the case of a Eurodollar Rate Loan) or on the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Borrower Company may give Lender Agent telephonic notice by the required time of the any proposed borrowing on the Closing Dateunder this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender Agent on or before the Closing applicable Funding Date. Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date by the required time. The Initial Neither Agent nor any Lender shall not incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Initial Lender 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 Borrower Company or for otherwise acting in good faith under this Section 2.1Bsubsection 2.1B or under subsection 2.2D, and upon funding of Loans by Daily Funding Lender and/or Lenders, and upon conversion or continuation of the Loan by applicable basis for determining the Initial Lender interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice, Borrower notice Company shall have effected Loans or a conversion or continuation, as the Loan case may be, hereunder. Borrower Company shall notify the Initial Lender Agent prior to the funding of the Loan any Loans in the event that any of the matters to which Borrower 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 Borrower Company of the proceeds of any Loans shall constitute a re-certification by BorrowerCompany, as of the Closing applicable Funding Date, as to the matters to which Borrower 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the date given, 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 Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the earlier of the ninetieth day after the Closing Date and the date specified by Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.