Common use of Revolver Facility Clause in Contracts

Revolver Facility. (1) During the period from the date hereof to, but not including, the Termination Date, Borrower may borrow, repay and reborrow Revolver Loans in respect of each Eligible Supply Contract in up to a maximum principal amount at any time outstanding under the Revolver Facility equal to the Borrowing Base determined by Lender for such Eligible Supply Contract at such time; provided, however, that in the event that any Overadvance shall ever exist, Borrower shall repay such Overadvance, in full, immediately; and, provided, further, that if any Eligible Supply Contract shall cease to be an Eligible Supply Contract, then, Lender may, at its option, (i) refuse to make any further Revolver Loans in respect thereof and (ii) demand full payment of all Revolver Loans then outstanding in respect thereof. Each Revolver Loan shall be made (or deemed made), in the following manner: (a) Borrower shall give Lender written or oral notice of its intention to borrow (which notice shall be irrevocable) before 11:30 a.m. (Atlanta, Georgia time), on any Business Day specifying the Eligible Supply Contract in respect of which such Loan is being requested, the amount of the proposed borrowing, the proposed borrowing date and whether such Loan is to be a Base Rate Loan or a LIBOR Rate Loan; (b) unless payment is otherwise timely made by Borrower, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrower for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations; and (c) the presentation by Borrower for payment by Tennessee Bank of any check or other item of payment drawn on the Controlled Disbursement Account shall be deemed irrevocably to be a request for a Revolver Loan in the amount of such check or other item of payment; it being understood that, in the case of clauses (b) and (c) above, Lender shall have the right to allocate the Revolver Loans arising therefrom to any one or more or all of the Eligible Supply Contracts, at Lender's discretion (even if, in doing so, an Overadvance is created). The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Lender in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter or other instructions from Borrower, and in the case of each subsequent borrowing, by wire transfer to the Controlled Disbursement Account; and the proceeds of each Revolver Loan requested to satisfy an Obligation as described above are to be disbursed by Lender by way of direct payment of the relevant Obligation. Each oral request for a Revolver Loan is to be conclusively presumed to be made by a Person authorized by Borrower to do so; and the making of the requested Revolver Loan shall conclusively establish Borrower's obligation to repay such Revolver Loan in accordance with this Agreement. Any written notice of intention to borrow shall be in the form of a Notice of Borrowing. Any oral notice of intention to borrow may, at Lender's option, be required to be confirmed not later than one (1) Business Day later than the giving of oral notice by the giving of a written Notice of Borrowing. Notwithstanding the foregoing, and in any event, all notices of intention to borrow LIBOR Rate Loans shall be delivered by a Notice of Borrowing received by Lender at least three (3) Business Days in advance of a proposed borrowing date and be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof. The proceeds of each Revolver Loan shall be used by Borrower solely for Permitted Proceeds Uses. Notwithstanding Lender's receipt (or deemed receipt) of any request for a Revolver Loan, Lender shall not be bound to honor any such request except to the extent, in the manner and subject to all terms and conditions relevant thereto contained herein. The Indebtedness of Borrower to Lender arising from the making of each Revolver Loan in respect of an Eligible Supply Contract shall be evidenced by a Revolver Note in a principal amount equal to the maximum amount of borrowings which may be obtained hereunder in respect of such Eligible Supply Contract. Each Revolver Note shall be executed and delivered in conjunction with a Supply Contract being accepted by Lender as an Eligible Supply Contract. (2) The Revolver Facility will be in effect for a period commencing on the date hereof and ending on the Termination Date, unless sooner terminated as hereinafter provided. (3) Lender may immediately terminate the Revolver Facility, without notice, upon or after the occurrence of an Event of Default and during its continuation; and the Revolver Facility shall automatically terminate, without notice, upon the occurrence of any Event of Default of the type specified in Section 7.1(G). (4) Upon the effective date of any termination of the Revolver Facility, all Revolver Loans then outstanding, shall become due and payable, in full, and Lender may discontinue making further Loans to Borrower. No termination (regardless of cause or procedure) of the Revolver Facility shall in any way affect or impair the rights, powers or privileges of Lender or the obligations, duties or liabilities of Borrower relating to (i) any transaction or event occurring prior to the effective date of such termination or (ii) any of the undertakings, agreements, covenants, warranties or representations of Borrower contained in this Agreement or in any of the other Loan Documents.

Revolver Facility. (1A) During For so long as no Default or Event of Default exists and during the period from the date hereof tothrough the day before the last day of the Original Term, but not including, the Termination Date, Borrower may borrow, repay and reborrow Lender shall make Revolver Loans in respect of each Eligible Supply Contract in to Borrower from time to time, up to a maximum principal amount at any time outstanding under the Revolver Facility equal to the Borrowing Base determined by Lender for such Eligible Supply Contract at such time; provided$35,000,000, howeverminus, that in the event that on any Overadvance shall ever exist, Borrower shall repay such Overadvance, in full, immediately; and, provided, further, that if any Eligible Supply Contract shall cease to be an Eligible Supply Contract, then, Lender may, at its optiondate of determination, (i) refuse to make any further Revolver Loans in respect thereof and the outstanding principal balance of the Acquisition Loans, (ii) demand full payment the outstanding principal balance of all Revolver the Share Repurchase Loans then outstanding in respect thereof. Each Revolver Loan shall be made and (or deemed made), in the following manner: (aiii) Borrower shall give Lender written or oral notice of its intention to borrow (which notice shall be irrevocable) before 11:30 a.m. (Atlanta, Georgia time), on any Business Day specifying the Eligible Supply Contract in respect of which such Loan is being requested, the amount of the proposed borrowing, LC Obligations (the proposed borrowing date and whether such Loan is to be a Base Rate Loan or a LIBOR Rate Loan; (b) unless payment is otherwise timely made by Borrower, "Commitment"). If the becoming due unpaid balance of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrower for a Revolver Loan on the due date of, and in Loans should exceed the amount required to payCommitment, such Obligations; and (c) Loans shall nevertheless constitute Obligations that are entitled to all of the benefits thereof. The presentation by a Borrower for payment by Tennessee Bank Lender of any check or other item of payment drawn on the Controlled Disbursement Account shall also be deemed irrevocably to be a request for a Revolver Loan under Section 2.1 hereof in the amount of such check or other item of payment; it . Insofar as Borrower may request and Lender may be willing in its discretion to make Revolver Loans to Borrower at a time when the unpaid balance of Loans exceeds, or would exceed with the making of any such Revolver Loan, the Commitment (any such Revolver Loan or Revolver Loans being understood that, in the case of clauses (b) herein referred to individually as an "Overadvance" and (c) abovecollectively as "Overadvances"), Lender shall have enter such Overadvances as debits in the right to allocate the Loan Account. All Overadvances shall be repaid on demand. The Revolver Loans arising therefrom shall be used solely for Borrower's working capital needs to any one or more or all of the Eligible Supply Contracts, at Lender's discretion (even if, in doing so, an Overadvance is created). The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Lender in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance extent not inconsistent with the terms provisions of the written disbursement letter or other instructions from Borrower, and in the case of each subsequent borrowing, by wire transfer to the Controlled Disbursement Account; and the proceeds of each Revolver Loan requested to satisfy an Obligation as described above are to be disbursed by Lender by way of direct payment of the relevant Obligation. Each oral request for a Revolver Loan is to be conclusively presumed to be made by a Person authorized by Borrower to do so; and the making of the requested Revolver Loan shall conclusively establish Borrower's obligation to repay such Revolver Loan in accordance with this Agreement. Any written notice of intention to borrow shall be in the form of a Notice of Borrowing. Any oral notice of intention to borrow may, at Lender's option, be required to be confirmed not later than one (1) Business Day later than the giving of oral notice by the giving of a written Notice of Borrowing. Notwithstanding the foregoing, and in any event, all notices of intention to borrow LIBOR Rate All Revolver Loans shall be delivered by a Notice of Borrowing received by Lender at least three (3) Business Days in advance of a proposed borrowing date and be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof. The proceeds of each Revolver Loan shall be used by Borrower solely for Permitted Proceeds Uses. Notwithstanding Lender's receipt (or deemed receipt) of any request for a Revolver Loan, Lender shall not be bound to honor any such request except to the extent, in the manner and subject to all terms and conditions relevant thereto contained herein. The Indebtedness of Borrower to Lender arising from the making of each Revolver Loan in respect of an Eligible Supply Contract shall be evidenced by the Note and shall bear interest pursuant to Section 3 hereof. (B) If Borrower shall dispose of any fixed assets (including any real estate, machinery, plants or equipment), Borrower shall pay to Lender, as a mandatory prepayment of the Revolver Note in a principal Loans, if any are then outstanding, an amount equal to the maximum amount of borrowings which may be obtained hereunder in respect proceeds of such Eligible Supply Contract. Each Revolver Note shall be executed sale (net of reasonable fees and delivered in conjunction with a Supply Contract being accepted expenses) realized by Lender as an Eligible Supply ContractBorrower from any such sale. (2) The Revolver Facility will be in effect for a period commencing on the date hereof and ending on the Termination Date, unless sooner terminated as hereinafter provided. (3) Lender may immediately terminate the Revolver Facility, without notice, upon or after the occurrence of an Event of Default and during its continuation; and the Revolver Facility shall automatically terminate, without notice, upon the occurrence of any Event of Default of the type specified in Section 7.1(G). (4) Upon the effective date of any termination of the Revolver Facility, all Revolver Loans then outstanding, shall become due and payable, in full, and Lender may discontinue making further Loans to Borrower. No termination (regardless of cause or procedure) of the Revolver Facility shall in any way affect or impair the rights, powers or privileges of Lender or the obligations, duties or liabilities of Borrower relating to (i) any transaction or event occurring prior to the effective date of such termination or (ii) any of the undertakings, agreements, covenants, warranties or representations of Borrower contained in this Agreement or in any of the other Loan Documents.

Revolver Facility. (1) During the period from the date hereof to, but not including, the Termination Date, each Borrower may borrow, repay and reborrow Revolver Loans in respect of each Eligible Supply Contract in up to a maximum principal amount at any time outstanding under the Revolver Facility equal to the its Borrowing Base Base, as determined by Lender for such Eligible Supply Contract at such timeBorrower; providedPROVIDED, howeverHOWEVER, that in the event that any Overadvance shall ever exist, Borrower Borrowers shall repay such Overadvance, in full, immediately; and, providedPROVIDED, furtherFURTHER, that if any Eligible Supply Contract shall cease to be an Eligible Supply Contract, then, Lender may, at its option, (i) refuse to make any further Revolver Loans in respect thereof and (ii) demand full payment of all Revolver Loans then outstanding in respect thereof. Each Revolver Loan shall be made (or deemed made), in the following manner: : (a) a Borrower shall give Lender written or oral notice of its intention to borrow (which notice shall be irrevocable) before 11:30 a.m. (AtlantaCharlotte, Georgia North Carolina time), on any Business Day specifying the Eligible Supply Contract in respect of which such Loan is being requested, the amount of the proposed borrowing, the proposed borrowing date and whether such Loan is to be a Base Rate Loan or a LIBOR Rate Loan; (b) unless payment is otherwise timely made by a Borrower, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by such Borrower for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations; and (c) the presentation by a Borrower for payment by Tennessee Disbursement Bank of any check or other item of payment drawn on the Controlled Disbursement Account shall be deemed irrevocably to be a request by it for a Revolver Loan in the amount of such check or other item of payment; it being understood that, in the case of clauses (b) and (c) above, Lender shall have the right to allocate the Revolver Loans arising therefrom to any one or more or all of the Eligible Supply Contracts, at Lender's discretion (even if, in doing so, an Overadvance is created). The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Lender in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter or other instructions from a Borrower, and in the case of each subsequent borrowing, by wire transfer to the Controlled Disbursement Account; and the proceeds of each Revolver Loan requested to satisfy an Obligation as described above are to be disbursed by Lender by way of direct payment of the relevant Obligation. Each oral request for a Revolver Loan is to be conclusively presumed to be made by a Person authorized by a Borrower to do so; and the making of the requested Revolver Loan shall conclusively establish a Borrower's obligation to repay such Revolver Loan in accordance with this Agreement. Any written notice of intention to borrow shall be in the form of a Notice of Borrowing. Any oral notice of intention to borrow may, at Lender's option, be required to be confirmed not later than one (1) Business Day later than the giving of oral notice by the giving of a written Notice of Borrowing. Notwithstanding the foregoing, and in any event, all notices of intention to borrow LIBOR Rate Loans shall be delivered by a Notice of Borrowing received by Lender at least three (3) Business Days in advance of a proposed borrowing date and be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof. The proceeds of each Revolver Loan shall be used by Borrower Borrowers solely for Permitted Proceeds Uses. Notwithstanding Lender's receipt (or deemed receipt) of any request for a Revolver Loan, Lender shall not be bound to honor any such request except to the extent, in the manner and subject to all terms and conditions relevant thereto contained herein. The Indebtedness of each Borrower to Lender arising from the making of each Revolver Loan in respect of an Eligible Supply Contract to it shall be evidenced by a separate Revolver Note in a principal amount equal to the maximum amount of borrowings which may be obtained hereunder in respect of by such Eligible Supply ContractBorrower. Each A Revolver Note shall be executed and delivered in conjunction with a Supply Contract being accepted by Lender as an Eligible Supply Contracteach Borrower on the Closing Date. (2) The Revolver Facility will be in effect for each Borrower for a period commencing on the date hereof and ending on the Termination Date, unless sooner terminated as hereinafter provided. (3) Lender may immediately terminate the Revolver Facility, as to each Borrower or every Borrower, without notice, upon or after the occurrence of an Event of Default and during its continuation; and the Revolver Facility shall automatically terminate, without notice, upon the occurrence of any Event of Default of the type specified in Section 7.1(G). (4) Upon the effective date of any termination of the Revolver Facility, all Revolver Loans then outstanding, shall become due and payable, in full, and Lender may discontinue making further Loans to BorrowerBorrowers. No termination (regardless of cause or procedure) of the Revolver Facility shall in any way affect or impair the rights, powers or privileges of Lender or the obligations, duties or liabilities of Borrower Borrowers relating to (i) any transaction or event occurring prior to the effective date of such termination or (ii) any of the undertakings, agreements, covenants, warranties or representations of Borrower Borrowers contained in this Agreement or in any of the other Loan Documents.

Revolver Facility. (1A) During Each Lender, severally and not jointly, agrees to lend to Borrowers from time to time during the period from the date hereof to, Closing Date to but not including, excluding the Termination Expiry Date, Borrower may borrowat the request of Borrowers' Agent in the manner provided below, repay its Pro Rata Share of the Commitments not to exceed, however, at any time, and reborrow in any event, each Lender's Pro Rata Share of the Maximum Revolver Loans in respect Loan Amount. The aggregate amount of all Commitments shall be equal at any one time to Eighty Million Dollars ($80,000,000). The amount of each Eligible Supply Contract in up Lender's Commitment shall be equal at any one time to a maximum principal amount its Pro Rata Share of all Commitments. Amounts borrowed under this subsection may be repaid and reborrowed at any time outstanding under the Revolver Facility equal prior to the Borrowing Base determined by Lender for such Eligible Supply Contract at such timeExpiry Date; provided, however, that in the event that any Overadvance shall ever exist, Borrower exist Borrowers shall repay such Overadvance, in full, immediately; and, provided, further, that if immediately upon demand. No Lender shall have any Eligible Supply Contract shall cease to be an Eligible Supply Contract, then, Lender may, at its option, (i) refuse obligation to make any further Revolver Loans in respect thereof and (ii) demand full payment to Borrowers to the extent any Revolver Loan requested by Borrowers' Agent on behalf of Borrowers would cause the principal balance of all Revolver Loans then outstanding to exceed the Maximum Revolver Loan Amount, except as provided in respect thereofsubsection 2.1(c) subject to the limitations set forth therein. Each Revolver Loan shall be made (or deemed made), in the following manner: : (a) Borrower Borrowers' Agent shall give Lender Agent written or oral notice of its Borrowers' intention to borrow (which notice shall be irrevocable) before 11:30 a.m. 12:00 Noon (AtlantaNew York, Georgia New York time), on any Business Day specifying the Eligible Supply Contract in respect of which such Loan is being requested, the amount of the proposed borrowing, borrowing and the proposed borrowing date and whether such Loan is to be a Base (which notice, in the case of any LIBOR Rate Loan or a LIBOR Rate Loanshall be given not later than three (3) Business Days in advance of the proposed borrowing date); and (b) unless payment is otherwise timely made by BorrowerBorrowers, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrower Borrowers' Agent on behalf of Borrowers for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations; and (c) the presentation by Borrower for payment by Tennessee Bank of any check or other item of payment drawn on the Controlled Disbursement Account shall be deemed irrevocably to be a request for a Revolver Loan in the amount of such check or other item of payment; it being understood that, in the case of clauses (b) and (c) above, Lender shall have the right to allocate the Revolver Loans arising therefrom to any one or more or all of the Eligible Supply Contracts, at Lender's discretion (even if, in doing so, an Overadvance is created). The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Lender Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter or other instructions from BorrowerBorrowers' Agent, and in the case of each subsequent borrowing, by wire transfer to the Controlled Disbursement Account; and the proceeds of each Revolver Loan requested to satisfy an Obligation such bank account as described above are to be disbursed by Lender by way of direct payment of the relevant Obligation. Each oral request for a Revolver Loan is to be conclusively presumed to be made by a Person authorized by Borrower to do so; and the making of the requested Revolver Loan shall conclusively establish Borrower's obligation to repay such Revolver Loan in accordance with this Agreement. Any written notice of intention to borrow shall be in the form of a Notice of Borrowing. Any oral notice of intention to borrow may, at Lender's option, be required to be confirmed not later than one (1) Business Day later than the giving of oral notice by the giving of a written Notice of Borrowing. Notwithstanding the foregoing, and in any event, all notices of intention to borrow LIBOR Rate Loans shall be delivered by a Notice of Borrowing received by Lender at least three (3) Business Days in advance of a proposed borrowing date and be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof. The proceeds of each Revolver Loan shall be used by Borrower solely for Permitted Proceeds Uses. Notwithstanding Lender's receipt (or deemed receipt) of any request for a Revolver Loan, Lender shall not be bound to honor any such request except to the extent, in the manner and subject to all terms and conditions relevant thereto contained herein. The Indebtedness of Borrower to Lender arising from the making of each Revolver Loan in respect of an Eligible Supply Contract shall be evidenced by a Revolver Note in a principal amount equal to the maximum amount of borrowings which may be obtained hereunder in respect of such Eligible Supply Contract. Each Revolver Note shall be executed and delivered in conjunction with a Supply Contract being accepted agreed upon by Lender as an Eligible Supply Contract. (2) The Revolver Facility will be in effect for a period commencing on the date hereof and ending on the Termination Date, unless sooner terminated as hereinafter provided. (3) Lender may immediately terminate the Revolver Facility, without notice, upon or after the occurrence of an Event of Default and during its continuation; and the Revolver Facility shall automatically terminate, without notice, upon the occurrence of any Event of Default of the type specified in Section 7.1(G). (4) Upon the effective date of any termination of the Revolver Facility, all Revolver Loans then outstanding, shall become due and payable, in full, and Lender may discontinue making further Loans to Borrower. No termination (regardless of cause or procedure) of the Revolver Facility shall in any way affect or impair the rights, powers or privileges of Lender or the obligations, duties or liabilities of Borrower relating to (i) any transaction or event occurring prior to the effective date of such termination or (ii) any of the undertakings, agreements, covenants, warranties or representations of Borrower contained in this Agreement or in any of the other Loan Documents.Borrowers'