Common use of Making the Term Advances Clause in Contracts

Making the Term Advances. (a) The Term Advances shall be made on notice, given (x) not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing thereof in the case of a Borrowing of Term Advances consisting of LIBOR Advances, or (y) not later than 9:00 A.M. (New York City time) on the Effective Date in the case of a Borrowing of Term Advances consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile or electronic transmission. Each such notice of a Borrowing of Term Advances (a “Notice of Term Borrowing”) shall be by telephone or electronic transmission, confirmed promptly in writing, or by telecopier, and specifying therein (i) the requested date of such Borrowing, (ii) the requested Type of Advances comprising such Borrowing, and (iii) in the case of a Borrowing consisting of LIBOR Advances, the requested initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the Term Commitment of such Lender. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article V, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. (b) Each Notice of Term Borrowing shall be irrevocable and binding on the Borrower other than as set forth in Section 4.05(b). In the case of any Borrowing that the related Notice of Term Borrowing specifies is to be comprised of LIBOR Advances, the Borrower shall indemnify each Lender against any actual loss (other than lost profit), cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Term Borrowing for such Borrowing the applicable conditions set forth in Article V, including, without limitation, any actual loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Advance to be made by such Lender as part of such Borrowing when such Term Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the Borrowings of Term Advances, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the Effective Date in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 4.02 to Term Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes. (d) The failure of any Lender to make the Term Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Advance on the Effective Date, but no Lender shall be responsible for the failure of any other Lender to make the Term Advance to be made by such other Lender on the Effective Date.

Making the Term Advances. (a) The Term Advances Each Borrowing shall be made on notice, given (x) not later than 11:00 A.M. 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing thereof in the case of a Borrowing of Term Advances consisting of LIBOR Eurodollar Rate Advances, or (y) not later than 9:00 A.M. 1:00 P.M. (New York City time) on the Effective Date date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing of Term Advances consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile telex or electronic transmissiontelecopier. Each such notice of a Borrowing of Term Advances (a “Notice of Term Borrowing”) shall be by telephone or electronic transmissiontelephone, confirmed promptly immediately in writing, or by telecopiertelex or telecopier or e-mail, and in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) the requested date of such Borrowing, (ii) the requested Type of Term Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iiiiv) in the case of a Borrowing consisting of LIBOR Eurodollar Rate Advances, the requested initial Interest Period for each such Term Advance. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the Term Commitment respective Commitments of such LenderLender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VIII, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for any Borrowing made on the Closing Date or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06(d)(ii), 2.08 or 2.09 and (ii) there may not be more than 10 separate Borrowings outstanding at any time (c) Each Notice of Term Borrowing shall be irrevocable and binding on the Borrower other than as set forth in Section 4.05(b). In the case of any Borrowing that the related Notice of Term Borrowing specifies is to be comprised of LIBOR Advances, the Borrower shall indemnify each Lender against any actual loss (other than lost profit), cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Term Borrowing for such Borrowing the applicable conditions set forth in Article V, including, without limitation, any actual loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Advance to be made by such Lender as part of such Borrowing when such Term Advance, as a result of such failure, is not made on such dateBorrower. (cd) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the Borrowings of Term Advancessuch Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the Effective Date date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 4.02 2.06 to Term Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Term Advance as part of such Borrowing for all purposes. (de) The failure of any Lender to make the Term Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Advance on the Effective Datedate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Advance to be made by such other Lender on the Effective Datedate of any Borrowing.

Making the Term Advances. (a) The Term Advances Each Borrowing shall be made on notice, given (x) not later than 11:00 A.M. 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing thereof in the case of a Borrowing of Term Advances consisting of LIBOR Eurodollar Rate Advances, or (y) not later than 9:00 A.M. 1:00 P.M. (New York City time) on the Effective Date date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing of Term Advances consisting of Base Rate Advances, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile telex or electronic transmissiontelecopier. Each such notice of a Borrowing of Term Advances (a “Notice of Term Borrowing”"NOTICE OF BORROWING") shall be by telephone or electronic transmissiontelephone, confirmed promptly immediately in writing, or by telecopiertelex or telecopier or e-mail, and in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) the requested date Borrower in respect of such Borrowing, (ii) the requested date of such Borrowing, (iii) Type of Term Advances comprising such Borrowing, and (iiiiv) aggregate amount of such Borrowing, (v) in the case of a Borrowing consisting of LIBOR Eurodollar Rate Advances, the requested initial Interest Period for each such Term Advance, and (vi) the account information for the Borrower Account to which such Borrowing should be credited. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s 's ratable portion of such Borrowing in accordance with the respective Term Commitment Commitments of such LenderLender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VIII, the Administrative Agent will make such funds available to the applicable Borrower by crediting the Borrower’s applicable Borrower Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurodollar Rate Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06(d)(ii), 2.08 or 2.9 and (ii) there may not be more than 5 separate Borrowings outstanding at any time. (c) Each Notice of Term Borrowing shall be irrevocable and binding on the Borrower other than as set forth in Section 4.05(b)Borrowers. In the case of any Borrowing that the related Notice of Term Borrowing specifies is to be comprised of LIBOR Eurodollar Rate Advances, the Borrower Borrowers shall indemnify each Lender against any actual loss (other than lost profit)loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Term Borrowing for such Borrowing the applicable conditions set forth in Article VIII, including, without limitation, any actual loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Advance to be made by such Lender as part of such Borrowing when such Term Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received notice from a Lender prior to (x) the Effective Date date of any Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the date of any Borrowing consisting of Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of the Borrowings of Term Advancessuch Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the Effective Date date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the any Borrower, the interest rate applicable at such time under Section 4.02 2.06 to Term Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Term Advance as part of such Borrowing for all purposes. (de) The failure of any Lender to make the Term Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Advance on the Effective Datedate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Advance to be made by such other Lender on the Effective Datedate of any Borrowing.

Making the Term Advances. (a) The All Term Advances Borrowings (other than pursuant to a Conversion) shall be made on notice, given (x) not later than 11:00 10:00 A.M. (New York City Chicago time) on the third Business Day prior to the date Closing Date (if Term Borrowings comprised of the proposed Borrowing thereof in the case of a Borrowing of Term Eurodollar Rate Advances consisting of LIBOR Advancesare requested), or (y) not later than 9:00 A.M. (New York City time) on the Effective Closing Date in (if the case of a Borrowing of Term Advances consisting Borrowings are comprised only of Base Rate Advances), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile or electronic transmissionthereof. Each such The notice of a Borrowing of the Term Advances Borrowings (a “the "Notice of Term Borrowing”") shall be sent by telephone telecopier, telex or electronic transmissioncable, confirmed promptly immediately in writing, or by telecopierin substantially the form of Exhibit B hereto, and specifying therein the requested (i) the requested date of such BorrowingClosing Date, (ii) Types of Term Advances to be made in connection with the requested Type Term Borrowings, (iii) the aggregate amount of Advances comprising such each Term Borrowing, and (iiiiv) in the case of a Term Borrowing consisting of LIBOR comprising Eurodollar Rate Advances, the requested initial Interest Period Periods for each such AdvanceEurodollar Advances. Each Lender shall, before 11:00 A.M. (New York City Chicago time) on the date of such Borrowing, Closing Date make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s 's ratable portion of such Borrowing in accordance with the Term Commitment of such LenderBorrowings. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VIII, the Administrative Agent will make such funds available to the Borrower by crediting at the Borrower’s AccountAdministrative Agent's aforesaid address. (b) Each The Notice of Term Borrowing shall be irrevocable and binding on the Borrower other than as set forth in Section 4.05(b)Borrower. In the case of any Term Borrowing that the related Notice of Term Borrowing specifies is to be comprised of LIBOR comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any actual loss (other than lost profit)loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date Closing Date specified in such the Notice of Term Borrowing for such Borrowing the applicable conditions set forth in Article VIII, including, without limitation, any actual loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Advance Advances to be made by such Lender as part of such Borrowing Term Borrowings when such Term AdvanceAdvances, as a result of such failure, is are not made on such datethe Closing Date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Closing Date that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of the Borrowings of Term AdvancesBorrowings, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the Effective Closing Date in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date the Closing Date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 4.02 to Term Advances comprising such Borrowing made in connection with the Term Borrowings and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender’s Advance 's Term Advances as part of such Borrowing Term Borrowings for all purposespurposes of this Agreement. (d) The failure of any Lender to make the any Term Advance to be made by it as part of any Borrowing on the Closing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its any Term Advance on the Effective Date, Closing Date but no Lender shall be responsible for the failure of any other Lender to make the any Term Advance to be made by such other Lender on the Effective Closing Date. (e) Notwithstanding anything to the contrary contained herein, no more than sixteen (16) Term Borrowings comprising Eurodollar Rate Advances may be outstanding at any time.