Common use of Method of Borrowing Under the Commitments Clause in Contracts

Method of Borrowing Under the Commitments. (a) The Company shall give the Administrative Agent written or telephonic notice (promptly confirmed in writing) of any requested Borrowing under the Commitments, substantially in the form of Exhibit C attached hereto (a "Notice of Borrowing"), specifying (i) the amount of the Borrowing, (ii) the date the proposed Borrowing is to be made (which shall be a Business Day) and (iii) that no Default or Event of Default exists, or would exist with notice or the passing of time. Each Notice of Borrowing shall be given to the Administrative Agent (x) in the case of Base Rate Advances, not later than 11:00 a.m. (New York, New York time) one Business Day prior to the date of such requested Borrowing or (y) in the case of LIBOR Advances, not later than 11:00 a.m. (New York, New York time) at least three Business Days prior to the date such requested Borrowing is to be made (which shall be a Business Day). The Administrative Agent shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been given by an Executive Officer of the Company, and any Advances made by the Lenders based on such telephonic notice shall, when deposited by the Administrative Agent to the Company's Account No. 0128320009032 at SunTrust, be Advances for all purposes hereunder. (b) Whenever the Company desires to convert all or a portion of an outstanding Borrowing consisting of Base Rate Advances into one or more Borrowings consisting of LIBOR Advances, or to continue a Borrowing consisting of LIBOR Advances for a new Interest Period, it shall give the Administrative Agent written notice or telephonic notice (promptly confirmed in writing) at least three Business Days before the date of such conversion, specifying each such Borrowing to be converted into or continued as LIBOR Advances. Such notice (a "Notice of Interest Rate Conversion") shall be given prior to 11:00 a.m. (New York, New York time) on the date specified. Each such Notice of Interest Rate Conversion shall be irrevocable and shall specify the aggregate principal amount of the Advances to be converted or continued, the date of such conversion or continuation and the Interest Period applicable thereto. If, upon the expiration of any Interest Period in respect of any Borrowing, the Company shall have failed to deliver the Notice of Interest Rate Conversion, the Company shall be deemed to have elected to convert or continue such Borrowing to a Borrowing consisting of Base Rate Advances. So long as any Default or Event of Default shall have occurred and be continuing, no Borrowing may be converted into or continued as (upon expiration of the current Interest Period) LIBOR Advances unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Borrowing of LIBOR Advances shall be permitted except on the last day of the Interest Period in respect thereof. (c) Upon receipt of a Notice of Borrowing or a Notice of Interest Rate Conversion from the Company, the Administrative Agent shall notify the Lenders by telephone, which notice shall be promptly confirmed in writing (including by telecopier) by the Administrative Agent to such Lenders, of such Notice of Borrowing or Notice of Interest Rate Conversion and of each such Lender's Pro Rata Share of the requested Borrowing or Interest Rate Conversion. Not later than 1:00 p.m. (New York, New York time) on the date specified for the Borrowing or Interest Rate Conversion in the Notice of Borrowing or Notice of Interest Rate Conversion and in the notice to such Lender provided by the Administrative Agent, each Lender shall promptly make its portion of the Borrowing available to the Administrative Agent in immediately available funds, and the Administrative Agent shall make available to the Company the amount so received by the Administrative Agent from the Lenders not later than 3:00 p.m. (New York, New York time) on such date. In the event any Lender shall fail to make any Advance available to the Administrative Agent in immediately available funds by 1:00 p.m. (New York, New York time) on the date specified, and provided no Default or Event of Default shall have occurred and be continuing, the Administrative Agent may advance such Lender's portion of the Borrowing on behalf of such Lender, in which event such Lender shall promptly reimburse the Administrative Agent for the amount thereof plus (i) if the amount of such Lender's Advance is reimbursed to the Administrative Agent on or prior to the calendar day next succeeding the date of the Borrowing, interest on such amount at the rate equal to the Federal Funds Rate, or (ii) if the amount of such Lender's Advance is reimbursed to the Administrative Agent after the calendar day next succeeding the day of the Borrowing, interest on such amount at the Base Rate; provided, however, that any such reimbursement by such Lender to the Administrative Agent shall not relieve such Lender who fails to make any Advance as provided above from liability to the Company for such failure. The amount of interest payable as a result of any Lender's failure to make any Advance available shall be calculated on the basis of a year of 360 days and paid for the actual number of days such failure has continued (including the date of payment). If such Lender fails to reimburse the Administrative Agent as provided in this Section 2.02(c), then the Administrative Agent shall have the right to deduct any amounts owed to it hereunder from Advances it makes to the Company in subsequent Borrowings made by the Company.

Method of Borrowing Under the Commitments. (a) The Company shall give the Administrative Agent written or telephonic notice (promptly confirmed in writing) of any requested Borrowing under the Commitments, substantially in the form of Exhibit EXHIBIT C attached hereto (a "Notice of BorrowingNOTICE OF BORROWING"), specifying (i) the amount of the Borrowing, and (ii) the date the proposed Borrowing is to be made (which shall be a Business Day) and (iii) that no Default or Event of Default exists, or would exist with notice or the passing of time). Each Notice of Borrowing shall be given to the Administrative Agent (x) in the case of Base Rate Advances, not later than 11:00 a.m. (New YorkFt. Lauderdale, New York Florida time) one the same Business Day prior to the date of such requested Borrowing or (y) in the case of LIBOR Advances, not later than 11:00 a.m. (New York, New York time) at least three Business Days prior to before the date such requested Borrowing is to be made (which shall be a Business Day). The Administrative Agent shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been given by an Executive Officer of the Company, and any Advances made by the Lenders based on such telephonic notice shall, when deposited by the Administrative Agent to the Company's Account No. 0128320009032 at SunTrust, be Advances for all purposes hereunder. (b) Whenever the Company desires to convert all or a portion of an outstanding Borrowing consisting of Base Rate Advances into one or more Borrowings consisting of LIBOR Advances, or to continue a Borrowing consisting of LIBOR Advances for a new Interest Period, it shall give the Administrative Agent written notice or telephonic notice (promptly confirmed in writing) at least three Business Days before the date of such conversion, specifying each such Borrowing to be converted into or continued as LIBOR Advances. Such notice (a "Notice of Interest Rate ConversionNOTICE OF INTEREST RATE CONVERSION") shall be given prior to 11:00 a.m. (New YorkFt. Lauderdale, New York Florida time) on the date specified. Each such Notice of Interest Rate Conversion shall be irrevocable and shall specify the aggregate principal amount of the Advances to be converted or continued, the date of such conversion or continuation and the Interest Period applicable thereto. If, upon the expiration of any Interest Period in respect of any Borrowing, the Company shall have failed to deliver the Notice of Interest Rate Conversion, the Company shall be deemed to have elected to convert or continue such Borrowing to a Borrowing consisting of Base Rate Advances. So long as any Default or Event of Default shall have occurred and be continuing, no Borrowing may be converted into or continued as (upon expiration of the current Interest Period) LIBOR Advances unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Borrowing of LIBOR Advances shall be permitted except on the last day of the Interest Period in respect thereof. (c) Upon receipt of a Notice of Borrowing or a Notice of Interest Rate Conversion from the Company, the Administrative Agent shall notify the Lenders by telephone, which notice shall be promptly confirmed in writing (including by telecopier) by the Administrative Agent to such Lenders, of such Notice of Borrowing or Notice of Interest Rate Conversion and of each such Lender's Pro Rata Share PRO RATA portion of the requested Borrowing or Interest Rate Conversion. Not later than 1:00 p.m. (New YorkFt. Lauderdale, New York Florida time) on the date specified for the Borrowing or Interest Rate Conversion in the Notice of Borrowing or Notice of Interest Rate Conversion and in the notice to such Lender provided by the Administrative Agent, each Lender shall promptly make its portion of the Borrowing available to the Administrative Agent in immediately available funds, and the Administrative Agent shall make available to the Company the amount so received by the Administrative Agent from the Lenders not later than 3:00 p.m. (New YorkFt. Lauderdale, New York Florida time) on such date. In the event any Lender shall fail to make any Advance available to the Administrative Agent in immediately available funds by 1:00 p.m. (New YorkFt. Lauderdale, New York Florida time) on the date specified, and provided no Default or Event of Default shall have occurred and be continuing, the Administrative Agent may advance such Lender's portion of the Borrowing on behalf of such Lender, in which event such Lender shall promptly reimburse the Administrative Agent for the amount thereof plus (i) if the amount of such Lender's Advance is reimbursed to the Administrative Agent on or prior to the calendar day next succeeding the date of the Borrowing, interest on such amount at the rate equal to the Federal Funds Rate, or (ii) if the amount of such Lender's Advance is reimbursed to the Administrative Agent after the calendar day next succeeding the day of the Borrowing, interest on such amount at the Base Rate; providedPROVIDED, howeverHOWEVER, that any such reimbursement by such Lender the Company to the Administrative Agent shall not relieve such Lender who fails to make any Advance as provided above from liability to the Company for such failure. The amount of interest payable as a result of any Lender's failure to make any Advance available shall be calculated on the basis of a year of 360 days and paid for the actual number of days such failure has continued (including the date of payment). If such Lender the Company fails to reimburse the Administrative Agent as provided in this Section 2.02(c), then the Administrative Agent shall have the right to deduct any amounts owed to it hereunder from Advances it makes to the Company in subsequent Borrowings made by the Company.

Method of Borrowing Under the Commitments. (a) The Company shall give the Administrative Agent written or telephonic notice (promptly confirmed in writing) of any requested Borrowing under the Commitments, substantially in the form of Exhibit C attached hereto (a "Notice of Borrowing"), specifying (i) the amount of the Borrowing, and (ii) the date the proposed Borrowing is to be made (which shall be a Business Day) and (iii) that no Default or Event of Default exists, or would exist with notice or the passing of time). Each Notice of Borrowing shall be given to the Administrative Agent (x) in the case of Base Rate Advances, not later than 11:00 a.m. (New YorkFt. Lauderdale, New York Florida time) one the same Business Day prior to the date of such requested Borrowing or (y) in the case of LIBOR Advances, not later than 11:00 a.m. (New York, New York time) at least three Business Days prior to before the date such requested Borrowing is to be made (which shall be a Business Day). The Administrative Agent shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been given by an Executive Officer of the Company, and any Advances made by the Lenders based on such telephonic notice shall, when deposited by the Administrative Agent to the Company's Account No. 0128320009032 at SunTrust, be Advances for all purposes hereunder. (b) Whenever the Company desires to convert all or a portion of an outstanding Borrowing consisting of Base Rate Advances into one or more Borrowings consisting of LIBOR Advances, or to continue a Borrowing consisting of LIBOR Advances for a new Interest Period, it shall give the Administrative Agent written notice or telephonic notice (promptly confirmed in writing) at least three Business Days before the date of such conversion, specifying each such Borrowing to be converted into or continued as LIBOR Advances. Such notice (a "Notice of Interest Rate Conversion") shall be given prior to 11:00 a.m. (New YorkFt. Lauderdale, New York Florida time) on the date specified. Each such Notice of Interest Rate Conversion shall be irrevocable and shall specify the aggregate principal amount of the Advances to be converted or continued, the date of such conversion or continuation and the Interest Period applicable thereto. If, upon the expiration of any Interest Period in respect of any Borrowing, the Company shall have failed to deliver the Notice of Interest Rate Conversion, the Company shall be deemed to have elected to convert or continue such Borrowing to a Borrowing consisting of Base Rate Advances. So long as any Default or Event of Default shall have occurred and be continuing, no Borrowing may be converted into or continued as (upon expiration of the current Interest Period) LIBOR Advances unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Borrowing of LIBOR Advances shall be permitted except on the last day of the Interest Period in respect thereof. (c) Upon receipt of a Notice of Borrowing or a Notice of Interest Rate Conversion from the Company, the Administrative Agent shall notify the Lenders by telephone, which notice shall be promptly confirmed in writing (including by telecopier) by the Administrative Agent to such Lenders, of such Notice of Borrowing or Notice of Interest Rate Conversion and of each such Lender's Pro Rata Share of the requested Borrowing or Interest Rate Conversion. Not later than 1:00 p.m. (New YorkFt. Lauderdale, New York Florida time) on the date specified for the Borrowing or Interest Rate Conversion in the Notice of Borrowing or Notice of Interest Rate Conversion and in the notice to such Lender provided by the Administrative Agent, each Lender shall promptly make its portion of the Borrowing available to the Administrative Agent in immediately available funds, and the Administrative Agent shall make available to the Company the amount so received by the Administrative Agent from the Lenders not later than 3:00 p.m. (New YorkFt. Lauderdale, New York Florida time) on such date. In the event any Lender shall fail to make any Advance available to the Administrative Agent in immediately available funds by 1:00 p.m. (New YorkFt. Lauderdale, New York Florida time) on the date specified, and provided no Default or Event of Default shall have occurred and be continuing, the Administrative Agent may advance such Lender's portion of the Borrowing on behalf of such Lender, in which event such Lender shall promptly reimburse the Administrative Agent for the amount thereof plus (i) if the amount of such Lender's Advance is reimbursed to the Administrative Agent on or prior to the calendar day next succeeding the date of the Borrowing, interest on such amount at the rate equal to the Federal Funds Rate, or (ii) if the amount of such Lender's Advance is reimbursed to the Administrative Agent after the calendar day next succeeding the day of the Borrowing, interest on such amount at the Base Rate; provided, however, that any such reimbursement by such Lender the Company to the Administrative Agent shall not relieve such Lender who fails to make any Advance as provided above from liability to the Company for such failure. The amount of interest payable as a result of any Lender's failure to make any Advance available shall be calculated on the basis of a year of 360 days and paid for the actual number of days such failure has continued (including the date of payment). If such Lender the Company fails to reimburse the Administrative Agent as provided in this Section 2.02(c), then the Administrative Agent shall have the right to deduct any amounts owed to it hereunder from Advances it makes to the Company in subsequent Borrowings made by the Company.

Method of Borrowing Under the Commitments. (a) The ----------------------------------------- Company shall give the Administrative Agent written or telephonic notice (promptly confirmed in writing) of any requested Borrowing under the Commitments, substantially in the form of Exhibit C attached hereto Commitments (a "Notice of --------- Borrowing"), ) specifying (i) the amount of the Borrowing, and (ii) the date the --------- proposed Borrowing is to be made (which shall be a Business Day) and (iii) that no Default or Event of Default exists, or would exist with notice or the passing of time. Each Notice of Borrowing shall be given to the Administrative Agent (x) in the case of Base Rate Advances, not later than 11:00 a.m. (New York, New York time) one Business Day prior to the date of such requested Borrowing or (y) in the case of LIBOR Advances, not later than 11:00 a.m. (New York, New York time) at least three Business Days prior to the date such requested Borrowing is to be made (which shall be a Business Day). Each Notice of Borrowing shall be given to the Agent not later than 11:00 a.m. (Atlanta, Georgia time) on the date of such requested Borrowing. The Administrative Agent shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been given by an Executive Officer a duly authorized officer or employee of the Company, and any Advances made by the Lenders Banks based on such telephonic notice shall, when deposited by the Administrative Agent to the Company's Account No. 0128320009032 88-00000000 at SunTrust, SunTrust be Advances for all purposes hereunder. (b) Whenever the Company desires to convert all or a portion of an outstanding Borrowing consisting of Base Rate Advances into one or more Borrowings consisting of LIBOR Advances, or to continue a Borrowing consisting of LIBOR Advances for a new Interest Period, it shall give the Administrative Agent written notice or telephonic notice (promptly confirmed in writing) at least three Business Days before the date of such conversion, specifying each such Borrowing to be converted into or continued as LIBOR Advances. Such notice (a "Notice of Interest Rate Conversion") shall be given prior to 11:00 a.m. (New York, New York time) on the date specified. Each such Notice of Interest Rate Conversion shall be irrevocable and shall specify the aggregate principal amount of the Advances to be converted or continued, the date of such conversion or continuation and the Interest Period applicable thereto. If, upon the expiration of any Interest Period in respect of any BorrowingIn addition, the Company shall have failed to deliver may borrow through the Notice of Interest Rate Conversion, the Company Controlled Disbursement Account and shall be deemed to have elected given the Agent a Notice of Borrowing on each Business Day for which any funds in the Controlled Disbursements Account are insufficient to convert or continue cover the checks, drafts and other items presented against the Controlled Disbursements Account, measured no later than 11:00 a.m on such Borrowing to a Borrowing consisting of Base Rate Advances. So long as any Default or Event of Default shall have occurred and be continuingBusiness Day, no Borrowing may be converted into or continued as in which case (upon expiration i) the amount of the current Interest Period) LIBOR Advances unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Borrowing of LIBOR Advances shall be permitted except the amount required in addition to any funds already in the Controlled Disbursements Account to cover in full such checks, drafts and other items presented against the Controlled Disbursements Account and (ii) the Borrowing shall be made on the last day of the Interest Period in respect thereofsuch Business Day. (c) Upon receipt of a Notice of Borrowing or a Notice of Interest Rate Conversion from the Company, the Administrative Agent shall notify the Lenders Banks by telephone, which notice shall be promptly confirmed in writing (including by telecopier) by the Administrative Agent to such LendersBanks, of such Notice of Borrowing or Notice of Interest Rate Conversion and of each such LenderBank's Pro Rata Share pro rata portion of the requested Borrowing or Interest Rate ConversionBorrowing. --- ---- Not later than 1:00 p.m. (New YorkAtlanta, New York Georgia time) on the date specified for the Borrowing or Interest Rate Conversion in the Notice of Borrowing or Notice of Interest Rate Conversion and in the notice to such Lender Bank provided by the Administrative Agent, each Lender Bank shall promptly make its portion of the Borrowing available to the Administrative Agent in immediately available funds, and the Administrative Agent shall make available to the Company the amount so received by the Administrative Agent from the Lenders Banks not later than 3:00 2:00 p.m. (New YorkAtlanta, New York Georgia time) on such date. In the event any Lender Bank shall fail to make any Advance available to the Administrative Agent in immediately available funds by 1:00 p.m. (New YorkAtlanta, New York Georgia time) on the date specified, and provided no Default or Event of Default shall have occurred and be continuing, the Administrative Agent may advance such LenderBank's portion of the Borrowing on behalf of such LenderBank, in which event such Lender Bank shall promptly reimburse the Administrative Agent for the amount thereof plus (i) if the amount of such LenderBank's Advance is reimbursed to the Administrative Agent on or prior to the calendar day next succeeding the date of the Borrowing, interest on such amount at the rate equal to the Federal Funds Rate, or (ii) if the amount of such LenderBank's Advance is reimbursed to the Administrative Agent after the calendar day next succeeding the day of the Borrowing, interest on such amount at the Base Prime Rate; provided, however, that any such reimbursement by such Lender to the Administrative Agent shall not relieve such Lender who fails to make any Advance as provided above from liability to the Company for such failure. The amount of interest payable as a result of any LenderBank's failure to make any Advance available shall be calculated on the basis of a year of 360 days and paid for the actual number of days such failure has continued (including the date of payment). If such Lender fails to reimburse the Administrative Agent as provided in this Section 2.02(c), then the Administrative Agent shall have the right to deduct any amounts owed to it hereunder from Advances it makes to the Company in subsequent Borrowings made by the Company.