Common use of Notice of Borrowing Requirements Clause in Contracts

Notice of Borrowing Requirements. (a) Each Borrowing of a Prime Lending Rate Portion shall be made on a Business Day, and each Borrowing of a LIBOR Lending Rate Portion shall be made on a LIBOR Business Day. (b) Each Borrowing shall be made upon telephonic notice given by a Responsible Officer of Borrowers, followed by a Notice of Borrowing, given by facsimile or personal service, delivered to Agent at the address set forth in the Notice of Borrowing. If for a Prime Lending Rate Portion, Agent shall be given such notice no later than 11:00 a.m., Pacific time, one (1) Business Day prior to the day on which such Borrowing is to be made, and, if for a LIBOR Lending Rate Portion, Agent shall be given notice no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days prior to the day on which such Borrowing is to be made, and such notice shall state the amount and purpose thereof (subject to the provisions of Section 2.1). Upon receipt of any Notice of Borrowing from Borrowers, (x) Agent shall promptly notify each Revolving Loan Lender or Equipment Loan Lender, as applicable, thereof, (y) each Revolving Loan Lender or Equipment Loan Lender, as applicable, will make the amount of its pro rata share of each Borrowing available to Agent for the account of Borrowers at Agent’s Lending Office for such Loans prior to 10:00 a.m., Pacific time, on the date requested by Borrowers in funds immediately available to Agent and (z) such Borrowing will then be made available to Borrowers by Agent crediting the account of Borrowers on the books of such Lending Office with the aggregate of the amounts made available to Agent by Revolving Loan Lenders and Equipment Loan Lenders, as applicable, and in like funds as received by the Agent. (c) Neither Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice which Agent believes in good faith to have been given by a Responsible Officer of Borrowers, or for otherwise acting in good faith under this Section 2.5, and in making any Loans pursuant to telephonic notice. (d) So long as all of the conditions for a Borrowing of a Loan set forth herein have been satisfied, Agent shall make the proceeds of such Loan available to Borrowers on the applicable Borrowing date by transferring same day funds, equal to the amount of such Loan, in accordance with written disbursement instructions given by Borrowers to Agent, in form and substance satisfactory to Agent and otherwise consistent with Section 7.1

Notice of Borrowing Requirements. (a) Each Borrowing of a Prime Lending Rate Portion shall be made on a Business Day, Day and each Borrowing of a LIBOR Lending Rate Portion shall be made on a LIBOR Business Day. (b) Each Borrowing shall be made upon telephonic notice given by a Responsible Officer of Borrowersa Borrower, followed by a Notice of Borrowing, given by facsimile or personal service, delivered to Agent at the address set forth in the Notice of Borrowing. If for a Prime Lending Rate Portion, Agent shall be given such notice no later than 11:00 a.m., Pacific time, one (in 1) Business Day prior to the day on which such Borrowing is to be made, and, if for a LIBOR Lending Rate Portion, Agent shall be given notice no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days prior to the day on which such Borrowing is to be made, and such notice shall state the amount and purpose thereof (subject to the provisions of Section 2.1). Upon receipt of any Notice of Borrowing from Borrowersa Borrower, (x) Agent shall promptly notify each Revolving Loan Lender or Equipment Loan Lender, as applicable, thereof, (y) each Revolving Loan Lender or Equipment Loan Lender, as applicable, will make the amount of its pro rata share of each Borrowing available to Agent for the account of Borrowers at Agent’s 's Lending Office for such Loans prior to 10:00 a.m., Pacific time, on the date requested by Borrowers a Borrower in funds immediately available to Agent and (z) such Borrowing will then be made available to Borrowers such Borrower by Agent crediting the account of Borrowers on the books of such Lending Office with the aggregate of the amounts made available to Agent by Revolving Loan Lenders and Equipment Loan Lenders, as applicable, and in like funds as received by the Agent. (c) Neither Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice which Agent believes in good faith to have been given by a Responsible Officer of BorrowersBorrower, or for otherwise acting in good faith under this Section 2.5, and in making any Loans pursuant to telephonic notice. (d) So long as all of the conditions for a Borrowing of a Loan set forth herein have been satisfied, Agent shall make the proceeds of such Loan available to Borrowers on the applicable Borrowing date by transferring same day funds, equal to the amount of such Loan, in accordance with written disbursement instructions given by Borrowers to Agent, in form and substance satisfactory to Agent and otherwise consistent with Section 7.1.

Notice of Borrowing Requirements. (a) Each Borrowing of a Prime Base Lending Rate Portion shall be made on a Business Day, Day and each Borrowing of a LIBOR Lending Rate Portion shall be made on a LIBOR Business Day. (b) Each Borrowing shall be made upon telephonic notice given by a Responsible Officer of BorrowersBorrower, followed by a Notice of Borrowing, given by facsimile or personal service, delivered to Administrative Agent at the address set forth in the Notice of Borrowing. If for a Prime Swing Loan, Administrative Agent and, if applicable, the Lender (if other than the Administrative Agent) then acting as the Swing Lender, shall be given such notice no later than 1:00 p.m. Pacific Time on the Business Day on which such Swing Loan is to be made. If for a Base Lending Rate Portion, other than in connection with a Swing Loan, Administrative Agent shall be given such notice no later than 11:00 10:00 a.m., Pacific time, one (1) Business Day prior to the day on which such Borrowing is to be made, and, if for a LIBOR Lending Rate Portion, Administrative Agent shall be given notice no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days prior to the day on which such Borrowing is to be made, and such notice shall state the amount of the requested Borrowing, and purpose thereof (subject to in the provisions case of Section 2.1)a LIBOR Lending Rate Portion, the Interest Period. Upon receipt of any Notice of Borrowing from Borrowersa Borrower, (xi) Administrative Agent shall promptly notify each Revolving Loan Lender or Equipment Loan Lender, as applicable, thereof, (yii) each Revolving Loan Lender or Equipment Loan Lender, as applicable, will make the amount of its pro rata share Pro Rata Share of each Borrowing available to Administrative Agent for the account of Borrowers Borrower at Administrative Agent’s Lending Office for such Loans prior to 10:00 a.m., Pacific time, on the date requested by Borrowers Borrower in funds immediately available to Administrative Agent and (ziii) subject to clause (d) of this Section 2.4, such Borrowing will then be made available to Borrowers Borrower by Administrative Agent crediting the account of Borrowers Borrower on the books of such Lending Office with the aggregate of the amounts made available to Administrative Agent by Revolving Loan Lenders and Equipment Loan Lenders, as applicable, and in like funds as received by the Administrative Agent. (c) Neither Administrative Agent nor any Lender shall incur any liability to Borrowers Borrower in acting upon any telephonic notice which Administrative Agent believes in good faith to have been given by a Responsible Officer of BorrowersBorrower, or for otherwise acting in good faith under this Section 2.52.4, and in making any Loans pursuant to telephonic notice. (d) So long as all of the conditions for a Borrowing of a Loan set forth herein have been satisfied, Administrative Agent shall make credit the proceeds of such Loan available to Borrowers on the applicable Borrowing date by transferring same day fundsinto Borrower’s Account or as otherwise requested in the Notice of Borrowing. (e) Unless Administrative Agent receives notice from a Lender on or prior to the Closing Date or, equal with respect to any Borrowing after the Closing Date, prior to 10:00 a.m., Pacific time, on the date of such Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing (“Defaulting Lender”), Administrative Agent may assume that each Lender has made or will make such Loanamount available to Administrative Agent in immediately available funds on the Borrowing date. The failure of any Lender to make any Loan on any Borrowing date shall not relieve any other Lender of any obligation hereunder to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Borrowing date. (f) Administrative Agent shall not transfer to a Defaulting Lender any payments (including Fees) made by Borrower to Administrative Agent for the Defaulting Lender’s benefit, and, Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably based upon their applicable Pro Rata Shares (but only to the extent that such Defaulting Lender’s Loan was funded by the other Lenders) or, if so directed by Borrower and if no Event of Default or Unmatured Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Loan was not funded by the Lenders), retain same to be re-advanced to Borrower as if such Defaulting Lender had made Loans to Borrower. Subject to the foregoing, Administrative Agent may hold and, in accordance its good faith discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Administrative Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with written disbursement instructions given by Borrowers respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (ii) the non-Defaulting Lenders, Administrative Agent, and Borrower shall have waived such Defaulting Lender’s default in writing, or (iii) the Defaulting Lender makes its Pro Rata Share of the applicable Loan and pays to Administrative Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Administrative Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Administrative Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender pursuant to Section 10.16, such substitute Lender to be reasonably acceptable to Administrative Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and substance satisfactory Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to Agent have executed and otherwise consistent with Section 7.1delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) without any premium or penalty of any kind whatsoever; provided, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lenders or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

Notice of Borrowing Requirements. (a) Each Base Rate Borrowing of a Prime Lending Rate Portion shall be made on a Domestic Business Day, Day and each LIBOR Rate Borrowing of a LIBOR Lending Rate Portion shall be made on a LIBOR Business Day. (b) Each Borrowing (except a Borrowing pursuant to Section 2.1(c) which shall be made upon telephonic the written notice given provided for therein but shall be subject to the timing requirement set forth in clause (i) and subsection (c) below) or Letter of Credit issuance shall be made upon written notice, by a Responsible Officer way of Borrowers, followed by a Notice of Borrowing, in the form of Exhibit N-2, given by facsimile telex, telecopy, mail, or personal service, delivered to Agent at the address set forth in the Notice of 000 Xxxxxxxxxx Xxxxxx, San Francisco, California 94163, as follows: (i) For a Base Rate Borrowing. If for a Prime Lending Rate Portion, Agent shall be given such notice no later than 11:00 a.m., Pacific time, one (1) Business Day prior to on the day on which such Borrowing is to be made, and, if for made and such notice shall specify that a Base Rate Borrowing is requested and shall state the amount thereof (subject to the provisions of this Article 2); (ii) For a LIBOR Lending Rate PortionBorrowing, Agent shall be given notice no later than 9:00 a.m., Pacific time, at least three (3) LIBOR Business Days prior to the day on which such Borrowing is to be made, made and such notice shall specify that a LIBOR Rate Borrowing is requested and shall state the amount and purpose proposed Interest Period thereof (subject to the provisions of this Article 2); (iii) For the issuance of a Letter of Credit, Agent and the Issuing Bank shall be given notice at least four (4) Domestic Business Days prior to the day on which such Letter of Credit is to be issued, or such shorter period of time as is acceptable to the Issuing Bank; provided, however, that any such notice period shall be sufficiently long as is necessary to satisfy the conditions set forth in Section 2.1). Upon receipt of any Notice of Borrowing from Borrowers, (x) Agent shall promptly notify each Revolving Loan Lender or Equipment Loan Lender2.2, as applicable, thereof, (y) each Revolving Loan Lender or Equipment Loan Lender, as applicable, will make with respect to such issuance. Such notice shall specify that a Letter of Credit issuance is requested and shall state the amount thereof (subject to the provisions of its pro rata share of each Borrowing available to Agent for the account of Borrowers at Agent’s Lending Office for such Loans prior to 10:00 a.m., Pacific time, on the date requested by Borrowers in funds immediately available to Agent and (z) such Borrowing will then be made available to Borrowers by Agent crediting the account of Borrowers on the books of such Lending Office with the aggregate of the amounts made available to Agent by Revolving Loan Lenders and Equipment Loan Lenders, as applicable, and in like funds as received by the Agentthis Article 2). (c) Neither If the notice required by clause (b) of this Section 2.8 shall have been received by Agent nor no later than 9:00 a.m., California time, on a Domestic Business Day or LIBOR Business Day, as applicable, such day shall be treated as the first Domestic Business Day or LIBOR Business Day, as applicable, of the required notice period. In any Lender other event, such notice shall be treated as having been received immediately before 9:00 a.m., California time, of the next Domestic Business Day or LIBOR Business Day, as applicable. (d) In lieu of delivering the above-described Notice of Borrowing, Borrower, by one of its Responsible Officers or any other individual authorized to act on its behalf, may give Agent telephonic notice requesting a Borrowing to be disbursed pursuant to the terms of Section 2.21 hereof by the required time of any proposed Borrowing under this Section 2.8; provided, however, that such notice shall be confirmed in writing by delivery of a Notice of Borrowing to Agent on or before the proposed date of such Borrowing. Agent and Banks shall incur any no liability to Borrowers Borrower and Agent shall incur no liability to Banks in acting upon any telephonic notice referred to above which Agent believes in good faith to have been given by a Responsible Officer or other individual authorized to act on behalf of Borrowers, Borrower or for otherwise acting in good faith under this Section 2.5, 2.8 and in making any Loans pursuant to telephonic notice. (d) So long as all of the conditions for a Borrowing of a Loan set forth herein have been satisfied, Agent shall make the proceeds of such Loan available to Borrowers on the applicable Borrowing date by transferring same day funds, equal to the amount of such Loan, in accordance with written disbursement instructions given by Borrowers this Agreement pursuant to Agent, any telephonic notice. Any Notice of Borrowing (or telephonic notice in form lieu thereof) shall be irrevocable and substance satisfactory Borrower shall be bound to Agent and otherwise consistent with Section 7.1make a Borrowing in accordance therewith.

Notice of Borrowing Requirements. (a) Each Borrowing of a Prime Lending Rate Portion shall be made on a Business Day, Day and each Borrowing of a LIBOR Lending Rate Portion shall be made on a LIBOR Business Day. (b) Each Borrowing shall be made upon telephonic notice given by a Responsible Officer of Borrowersa Borrower, followed by a Notice of Borrowing, given by facsimile or personal service, delivered to Agent at the address set forth in the Notice of Borrowing. If for a Prime Lending Rate Portion, Agent shall be given such notice no later than 11:00 a.m., Pacific time, one (1) Business Day prior to the day on which such Borrowing is to be made, and, if for a LIBOR Lending Rate Portion, Agent shall be given notice no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days prior to the day on which such Borrowing is to be made, and such notice shall state the amount and purpose thereof (subject to the provisions of Section 2.1). Upon receipt of any Notice of Borrowing from Borrowersa Borrower, (x) Agent shall promptly notify each Revolving Loan Lender or Equipment Loan Lender, as applicable, thereof, (y) each Revolving Loan Lender or Equipment Loan Lender, as applicable, will make the amount of its pro rata share of each Borrowing available to Agent for the account of Borrowers at Agent’s Lending Office for such Loans prior to 10:00 a.m., Pacific time, on the date requested by Borrowers a Borrower in funds immediately available to Agent and (z) such Borrowing will then be made available to Borrowers such Borrower by Agent crediting the account of Borrowers on the books of such Lending Office with the aggregate of the amounts made available to Agent by Revolving Loan Lenders and Equipment Loan Lenders, as applicable, and in like funds as received by the Agent. (c) Neither Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice which Agent believes in good faith to have been given by a Responsible Officer of BorrowersBorrower, or for otherwise acting in good faith under this Section 2.5, and in making any Loans pursuant to telephonic notice. (d) So long as all of the conditions for a Borrowing of a Loan set forth herein have been satisfied, Agent shall make the proceeds of such Loan available to Borrowers on the applicable Borrowing date by transferring same day funds, equal to the amount of such Loan, in accordance with written disbursement instructions given by Borrowers to Agent, in form and substance satisfactory to Agent and otherwise consistent with Section 7.1.