Common use of Procedure for Borrowing Revolving Loans Clause in Contracts

Procedure for Borrowing Revolving Loans. The Borrower may borrow Revolving Loans during the Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written notice, in substantially the form of Exhibit H (or any other form reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans, in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation to make available its share of such borrowing.

Procedure for Borrowing Revolving Loans. The Borrower may borrow Each Borrowing of a Revolving Loans during the Commitment Period on any Business Day; provided that the Borrower Loan shall give the Administrative Agent irrevocable be made by a written notice, request by an Authorized Officer pursuant to prior written notice in substantially the form of Exhibit H (N-1 or any such other form reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received approved by the Administrative Agent (a “Notice of Borrowing”) delivered to Revolving Agent (i) with respect to any proposed Borrowing of Revolving Loans on the Closing Date, prior to 11:00 a.m., 1:00 p.m. (New York City time, ) at least one (a1) three Business Days Day (or such shorter period as the Revolving Agent may agree) prior to the requested each Borrowing Dateof Revolving Loans, if all or any part of the requested Revolving Loans which are to be initially Eurodollar Term SOFR Loans, (ii) with respect to any proposed Borrowing of Revolving Loans or (b) on after the requested Borrowing Closing Date, if all prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of the requested Revolving Loans Loans, which are to be initially ABR Term SOFR Loans, in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether prior to 12:00 noon (New York time) at least one (1) Business Day prior to the borrowing is date of each Borrowing of Revolving Loans which are to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if with respect to any Swingline Advance, no later than 11:00 a.m. on the borrowing is proposed Funding Date thereof. Except as otherwise expressly provided in Section 2.10, each Notice of Borrowing shall be irrevocable and shall specify (A) the aggregate principal amount of the Revolving Loans to be entirely or partly made, (B) the Funding Date (which shall be, in the case of Eurodollar Loansthe Closing Date Revolver Draw, the respective amounts of each such Type of Closing Date), (C) whether the Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each borrowing Loans shall consist of ABR Loans and/or Term SOFR Loans and (D) Borrower’s wire instructions; provided, that such Notice of Borrowing may be conditioned on the occurrence of the Closing Date or on the occurrence of any transaction anticipated to occur in connection with such Revolving Loan Borrowing. The Revolving Agent shall promptly give each applicable Revolving Lender written notice of each proposed Borrowing of Revolving Loans, of such Revolving Lender’s Pro Rata Share thereof and of the other than Swingline matters covered by the related Notice of Borrowing. In addition, with respect to each request for a Borrowing of Revolving Credit Loans that are ABR Loans pursuant to this Section 2.8) shall be 2.02(a), each Revolving Lender agrees that Revolving Agent may in an amount equal to $1,000,000 or a higher integral multiple of $100,000Revolving Agent’s sole discretion, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative but Revolving Agent shall promptly notify each Lender thereof. Each Lender will not be obligated to, make the amount of its Commitment Percentage of each borrowing available such requested Borrowing to the Administrative Agent for the account Borrower on behalf of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation to make available its share of such borrowingSwingline Advance.

Procedure for Borrowing Revolving Loans. The Borrower may borrow Revolving Loans during the Extended Commitment Period on any Business DayDay (including the portion thereof comprising the Original Commitment Period); provided that the Borrower shall give the Administrative Agent irrevocable written notice, in substantially the form of Exhibit H (or any other form reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans, in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation to make available its share of such borrowing.

Procedure for Borrowing Revolving Loans. (a) The Borrower may borrow Revolving Loans during the Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written notice, in substantially the form of Exhibit H (or any other form reasonably acceptable notice to the Administrative Agent), which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly confirmed in writing), facsimile or electronic mailby delivery to the Administrative Agent of a Borrowing Notice. Each such notice Borrowing Notice must be received by the Administrative Agent (1) prior to 11:00 a.m., New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurodollar Loans denominated in Dollars or (b) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Eurodollar Loans denominated in Alternative Currencies or (2) prior to 12:00 p.m. on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in each duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) five (5) Business Days (or six (6) Business days in the case specifying of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and thereof, (iv) if the borrowing Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar LoansLoans and (v) the currency of the Revolving Loans to be borrowed. If the Borrower fails to specify a currency in requesting a Borrowing, then the Loans so requested shall be made in Dollars. Each borrowing Borrowing of ABR Loans (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each borrowing Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage of each borrowing Borrowing available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower on the Business Day specified in funds immediately available to the Administrative Agentapplicable Borrowing Notice. Such borrowing Borrowing will then be made available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of such office Bank of America with the aggregate amount of the amounts made available such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lenders and Borrower; provided, however, that if, on the date the Borrowing Notice with respect to such Borrowing denominated in like funds as received Dollars is given by the Administrative AgentBorrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing Borrowing shall not relieve any other Lender of its obligation to make available its share of such borrowingBorrowing. (b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option will not affect the obligation of the Borrower to repay such Credit Extension in accordance with the terms of this Agreement.

Procedure for Borrowing Revolving Loans. (a) The Borrower may borrow Revolving Loans during the Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written notice, in substantially the form of Exhibit H (or any other form reasonably acceptable notice to the Administrative Agent), which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly confirmed in writing), facsimile or electronic mailby delivery to the Administrative Agent of a Borrowing Notice. Each such notice Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurodollar Loans denominated in Dollars, (b) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Eurodollar Loans denominated in Alternative Currencies or (bc) on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in each duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) five (5) Business Days (or six (6) Business days in the case specifying of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and thereof, (iv) if the borrowing Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar LoansLoans and (v) the currency of the Revolving Loans to be borrowed. If the Borrower fails to specify a currency in requesting a Borrowing, then the Loans so requested shall be made in Dollars. Each borrowing Borrowing of ABR Loans (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each borrowing Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage of each borrowing Borrowing available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower on the Business Day specified in funds immediately available to the Administrative Agentapplicable Borrowing Notice. Such borrowing Borrowing will then be made available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of such office Bank of America with the aggregate amount of the amounts made available such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lenders and Borrower; provided, however, that if, on the date the Borrowing Notice with respect to such Borrowing denominated in like funds as received Dollars is given by the Administrative AgentBorrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing Borrowing shall not relieve any other Lender of its obligation to make available its share of such borrowingBorrowing. (b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option will not affect the obligation of the Borrower to repay such Credit Extension in accordance with the terms of this Agreement.

Procedure for Borrowing Revolving Loans. The Borrower may borrow (a) Each Borrowing of Revolving Loans during shall be made upon the Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent Company's irrevocable written notice, notice delivered to the Agent in substantially accordance with Section 11.2 in the form of Exhibit H a Notice of Borrowing (or any other form reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received by the Administrative Agent prior to 11:00 a.m., New York City 9:00 a.m. (San Francisco time, )) (ai) three Business Days prior to the requested Borrowing Datedate, if all or any part in the case of the requested Revolving Loans are to be initially Eurodollar Loans or Offshore Rate Loans; and (bii) on the requested Borrowing Datedate, if all in the case of the requested Revolving Loans are to be initially ABR Base Rate Loans, in each case specifying specifying: (iA) that the Borrowing comprises Revolving Loans; (B) the amount to of the Borrowing, which shall be borrowedin an aggregate minimum principal amount of three million dollars ($3,000,000) except in the case of Offshore Rate Loans with a proposed Interest Period of one week, in which case the aggregate minimum principal amount shall be twelve million dollars (ii$12,000,000) or, in either case, any multiple of five hundred thousand dollars ($500,000) in excess thereof; (C) the requested Borrowing Datedate, which shall be a Business Day; (iiiD) whether the borrowing Borrowing is to be comprise Offshore Rate Loans or Base Rate Loans; (E) the duration of Eurodollar the Interest Period applicable to the Borrowing described in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprising Offshore Rate Loans, ABR Loans such Interest Period shall be 90 days or a combination thereof and three months, respectively; and (ivF) if with respect to any Borrowing after the borrowing is to be entirely or partly date the Company gives the notice regarding allocation of Eurodollar Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans (other than Swingline Loans pursuant to Section 2.8) 2.18, whether the Borrowing shall be in an amount equal allocated to $1,000,000 the Revolving Facility Tranche or a higher integral multiple of $100,000, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. the Capital Expenditure Tranche. (b) Upon receipt of any such notice from the BorrowerNotice of Borrowing, the Administrative Agent shall will promptly notify each Lender thereof. Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (c) Each Lender Bank will make the amount of its Commitment Percentage of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower Company at the Administrative Agent’s 's Payment Office prior to 1:00 p.m., New York City by 12:00 noon (San Francisco time, ) on the Borrowing Date date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Revolving Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. The failure , unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any Lender outstanding Swingline Loans pursuant to make a Revolving Loan to be made by it as part Section 2.12 or the reimbursement of any borrowing outstanding drawings under Letters of Credit pursuant to Section 3.3, in which case such proceeds or portion thereof shall be applied to the repayment of such Swingline Loans or the reimbursement of such Letter of Credit drawings, as the case may be. (d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or an Event of Default, the Company may not elect to have a Loan made as an Offshore Rate Loan. (e) After giving effect to any Borrowing, there shall not relieve any be more than six different Interest Periods in effect in respect of all Loans (other Lender of its obligation to make available its share of such borrowingthan Swingline Loans) then outstanding.

Procedure for Borrowing Revolving Loans. The Borrower may borrow (a) Each Borrowing of Revolving Loans during shall be made upon the Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent Company's irrevocable written notice, notice delivered to the Agent in substantially accordance with Section 11.2 in the form of Exhibit H a Notice of Borrowing (or any other form reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received by the Administrative Agent prior to 11:00 a.m., New York City 9:00 a.m. (San Francisco time, )) (ai) three Business Days prior to the requested Borrowing Datedate, if all or any part in the case of the requested Revolving Loans are to be initially Eurodollar Loans or Offshore Rate Loans; and (bii) on the requested Borrowing Datedate, if all in the case of the requested Revolving Loans are to be initially ABR Base Rate Loans, in each case specifying specifying: (iA) that the Borrowing comprises Revolving Loans; (B) the amount to of the Borrowing, which shall be borrowedin an aggregate minimum principal amount of three million dollars ($3,000,000) except in the case of Offshore Rate Loans with a proposed Interest Period of one week, in which case the aggregate minimum principal amount shall be twelve million dollars (ii$12,000,000) or, in either case, any multiple of five hundred thousand dollars ($500,000) in excess thereof; (C) the requested Borrowing Datedate, which shall be a Business Day; (iiiD) whether the borrowing Borrowing is to be comprise Offshore Rate Loans or Base Rate Loans; (E) the duration of Eurodollar the Interest Period applicable to the Borrowing described in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprising Offshore Rate Loans, ABR Loans such Interest Period shall be 90 days or a combination thereof and three months, respectively; and (ivF) if with respect to any Borrowing after the borrowing is to be entirely or partly date the Company gives the notice regarding allocation of Eurodollar Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans (other than Swingline Loans pursuant to Section 2.8) 2.16, whether the Borrowing shall be in an amount equal allocated to $1,000,000 the Revolving Facility Tranche or a higher integral multiple of $100,000, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. the Capital Expenditure Tranche. (b) Upon receipt of any such notice from the BorrowerNotice of Borrowing, the Administrative Agent shall will promptly notify each Lender thereof. Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (c) Each Lender Bank will make the amount of its Commitment Percentage of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower Company at the Administrative Agent’s 's Payment Office prior to 1:00 p.m., New York City by 12:00 noon (San Francisco time, ) on the Borrowing Date date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Revolving Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. The failure , unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any Lender outstanding Swingline Loans pursuant to make a Revolving Loan to be made by it as part Section 2.10 or the reimbursement of any borrowing outstanding drawings under Letters of Credit pursuant to Section 3.3, in which case such proceeds or portion thereof shall be applied to the repayment of such Swingline Loans or the reimbursement of such Letter of Credit drawings, as the case may be. (d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or an Event of Default, the Company may not elect to have a Loan made as an Offshore Rate Loan. (e) After giving effect to any Borrowing, there shall not relieve any be more than six different Interest Periods in effect in respect of all Loans (other Lender of its obligation to make available its share of such borrowingthan Swingline Loans) then outstanding.

Procedure for Borrowing Revolving Loans. The Borrower may borrow (a) A request for a Revolving Loans during Loan shall be made or shall be deemed to be made, each in the Commitment Period on any Business Day; provided that following manner: the Administrative Borrower shall give the Administrative Agent irrevocable written notice, in substantially the form of Exhibit H no later than 11:00 A.M. (or any other form reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time) (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, and (aii) three on the Business Days Day that is one (1) Business Day prior to the requested Funding Date in the case of all other requests, in which notice the Administrative Borrower shall specify the amount of the proposed Revolving Loan (allocated to each Borrower based on such Borrower’s availability to borrow pursuant to its individual Borrowing Base) and the proposed Funding Date; provided, however, that no such request may be made at a time when there exists a Default or an Event of Default. Each check presented for payment against the Borrowers’ respective controlled disbursement accounts, if all any, at the Agent and any other charge or request for payment against such controlled disbursement accounts shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, the Agent may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to the Agent by the Administrative Borrower. Unless the Administrative Borrower specifically directs the Agent in writing not to accept or act upon telephonic or electronic communications from the Borrowers, the Agent shall have no liability to the Borrowers for any part loss or damage suffered by the Borrowers as a result of the requested Revolving Loans are Agent’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to be initially Eurodollar Loans it telephonically or (b) on electronically and purporting to have been sent to the requested Borrowing Date, if all Agent by the Administrative Borrower and the Agent shall have no duty to verify the origin or authenticity of any such communications or the authority of the Person sending it. The Borrowers hereby irrevocably authorize the Agent and the Lenders to disburse the proceeds of each Revolving Loan requested by the Administrative Borrower as follows: the proceeds of each Revolving Loans are to Loan requested under Section 1.3(a) shall be initially ABR Loansdisbursed by the Agent and the Lenders in lawful money of the United States of America in immediately available funds, in each the case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each borrowing borrowing, in accordance with the terms of ABR Loans (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000the written disbursement letter from the Administrative Borrower, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage case of each borrowing available subsequent borrowing, by credit to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Office prior Designated Account or by wire transfer or Automated Clearing House (ACH) transfer to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then such bank accounts as may be made available to the Borrower agreed upon by the Administrative Borrower and the Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available from time to time, or elsewhere if pursuant to a written direction from the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation to make available its share of such borrowingBorrower.