Common use of Revolving Credit Borrowing Clause in Contracts

Revolving Credit Borrowing. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to any of the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, the Dollar Equivalent of which does not exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; and provided further that Toro Luxembourg may not request a Revolving Credit Borrowing, and no Lender shall have any obligation to make a Revolving Credit Loan to Toro Luxembourg, until such documents, opinions, certificates and other items, each in form and substance satisfactory to the Administrative Agent, are delivered to the Administrative Agent pursuant to Sections 4.01(a)(iii), (iv), (vi) and (vii). Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans as further provided herein; provided, however, that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless Toro delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Borrowing.

Revolving Credit Borrowing. Subject to the terms and conditions set forth hereinExcept as otherwise provided in Section 2.02(b) or Section 2.03(c), each Revolving Credit Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, or (y) 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender severally agrees to make loans prompt notice thereof by telecopier. Each such notice of a Revolving Credit Borrowing (each such loan, a “Notice of Revolving Credit LoanBorrowing”) to any shall be by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B hereto, specifying therein the Borrowers in Dollars or in one or more Alternative Currencies from time to timerequested (i) date of such Revolving Credit Borrowing, on any Business Day during the Availability Period(ii) Type of Advances comprising such Revolving Credit Borrowing, the Dollar Equivalent of which does not exceed at any time outstanding the (iii) aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Revolving Credit Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Revolving Credit CommitmentBorrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at such other address as may be designated in writing to the Agent by the Borrower; provided, however, that after giving effect the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing Line Banks and by any other Lender and outstanding on the date of such Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facilityplus interest accrued and unpaid thereon to and as of such date, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; and provided further that Toro Luxembourg may not request a Revolving Credit Borrowing, and no Lender shall have any obligation to make a Revolving Credit Loan to Toro Luxembourg, until such documents, opinions, certificates and other items, each in form and substance satisfactory available to the Administrative Agent, are delivered to the Administrative Agent pursuant to Sections 4.01(a)(iii), (iv), (vi) Swing Line Banks and (vii). Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the such other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans as further provided herein; provided, however, that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless Toro delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date Lenders for repayment of such BorrowingSwing Line Advances.

Revolving Credit Borrowing. Subject to the terms and conditions set forth herein, each The U.S. Borrower --------------------------------------------- may borrow U.S. Revolving Credit Lender severally agrees to make loans (each such loan, a “Loans under the U.S. Revolving Credit Loan”) to any of the Borrowers in Dollars or in one or more Alternative Currencies from time to time, Commitments on any Business Day during the Availability U.S. Revolving Credit Commitment Period, provided that the Dollar Equivalent of U.S. Borrower shall give the General Administrative -------- Agent irrevocable notice (which does not exceed at any time outstanding notice must be received by the amount of such Revolving Credit Lender’s Revolving Credit Commitment; providedGeneral Administrative Agent prior to 1:00 P.M., however, that after giving effect to any Revolving Credit BorrowingNew York City time, (ia) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; and provided further that Toro Luxembourg may not request a Revolving Credit Borrowing, and no Lender shall have any obligation to make a Revolving Credit Loan to Toro Luxembourg, until such documents, opinions, certificates and other items, each in form and substance satisfactory to the Administrative Agent, are delivered to the Administrative Agent pursuant to Sections 4.01(a)(iii), (iv), (vi) and (vii). Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans as further provided herein; provided, however, that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless Toro delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of U.S. Base Rate Loans), specifying (i) the amount and Type of U.S. Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the length of the initial Interest Period therefor. Any U.S. Revolving Credit Loans made on the Restatement Effective Date shall initially be U.S. Base Rate Loans, and prior to October 31, 2000 no U.S. Revolving Credit Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month. Each borrowing of U.S. Revolving Credit Loans under the U.S. Revolving Credit Commitments shall be in an amount equal to (x) in the case of U.S. Base Rate Loans, U.S.$250,000 or integral multiples of $100,000 in excess thereof (or, if the then aggregate Available U.S. Revolving Credit Commitments are less than U.S.$250,000, such Borrowinglesser amount) and (y) in the case of Eurodollar Loans, U.S.$1,000,000 or integral multiples of $500,000 in excess thereof; provided, that the Swing Line Lender may request, on behalf -------- of the U.S. Borrower, borrowings of U.S. Base Rate Loans under the U.S. Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such notice from the U.S. Borrower, the General Administrative Agent shall promptly notify each U.S. Revolving Credit Lender thereof. Each U.S. Revolving Credit Lender will make its U.S. Revolving Credit Percentage of the amount of each borrowing of U.S. Revolving Credit Loans available to the General Administrative Agent for the account of the U.S. Borrower at the U.S. Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the U.S. Borrower in funds immediately available to the General Administrative Agent. Such borrowing will then be made available to the U.S. Borrower by the General Administrative Agent in like funds as received by the General Administrative Agent.

Revolving Credit Borrowing. Subject to The Borrower may borrow under -------------------------- the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Commitments during the Revolving Credit Loan”) to any of the Borrowers in Dollars or in one or more Alternative Currencies from time to time, Commitment Period on any Business Day during (each a "Borrowing"), provided that the Availability Period, the Dollar Equivalent of which does not exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings Borrower shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; and provided further that Toro Luxembourg may not request a Revolving Credit Borrowing, and no Lender shall have any obligation to make a Revolving Credit Loan to Toro Luxembourg, until such documents, opinions, certificates and other items, each in form and substance satisfactory to the Administrative Agent, are delivered to give -------- the Administrative Agent pursuant irrevocable telephonic notice (promptly confirmed in writing in a Borrowing Notice) (which notice must be received by the Administrative Agent prior to Sections 4.01(a)(iii)Noon, Chicago time, (iv), (via) and (vii). Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans as further provided herein; provided, however, that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless Toro delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans (accompanied in the case of the initial Revolving Credit Loans consisting of Eurodollar Loans on the Closing Date by appropriate indemnification letters to protect the Administrative Agent and Lenders in the event such Eurodollar Loans are not disbursed on the date set forth in such notice), or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)), specifying (i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans $1,000,000 or a whole multiple of $500,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall notify each Revolving Credit Lender of the receipt of Borrower's request prior to the end of business on the day Administrative Agent timely receives such notice from Borrower. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of Borrower at the Administrative Agent's Payment Office prior to 1:00 P.M., Chicago time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available, no later than 2:00 P.M., Chicago time, on the requested Borrowing Date, to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such Borrowingoffice with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent (or, in the event that the Borrower specifies in the relevant Borrowing Notice a different account into which such amounts should be transferred, the Administrative Agent shall, no later than 2:00 P.M., Chicago time, on the requested Borrowing Date, transfer to such account the aggregate amount made available to the Administrative Agent by the Revolving Credit Lenders in immediately available funds).

Revolving Credit Borrowing. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to any of the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, the Dollar Equivalent of which does not exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings The Borrower shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; and provided further that Toro Luxembourg may not request a Revolving Credit Borrowing, and no Lender shall have any obligation to make a Revolving Credit Loan to Toro Luxembourg, until such documents, opinions, certificates and other items, each in form and substance satisfactory to give the Administrative Agent, are delivered to -------------------------- Agent irrevocable telephonic notice (promptly confirmed in writing in a Borrowing Notice) (which notice must be received by the Administrative Agent pursuant prior to Sections 4.01(a)(iii)Noon, Chicago time, (iv), (via) and (vii). Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans as further provided herein; provided, however, that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless Toro delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans (accompanied in the case of the initial Loans consisting of Eurodollar Loans on the Closing Date by appropriate indemnification letters to protect the Administrative Agent and Revolving Credit Lenders in the event such Eurodollar Loans are not disbursed on the date set forth in such notice), or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing shall be in an amount equal to (x) in the case of Base Rate Loans $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans $1,000,000 or a whole multiple of $500,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall notify each Revolving Credit Lender of the receipt of the Borrower's request prior to the end of business on the day the Administrative Agent timely receives such notice from the Borrower. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Payment Office prior to 1:00 P.M., Chicago time, on the requested Borrowing Date in funds immediately available to the Administrative Agent. Such borrowing will then be made available, no later than 2:00 P.M., Chicago time, on the requested Borrowing Date, to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such Borrowingoffice with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent (or, in the event that the Borrower specifies in the relevant Borrowing Notice a different account into which such amounts should be transferred, the Administrative Agent shall, no later than 2:00 P.M., Chicago time, on the requested Borrowing Date, transfer to such account the aggregate amount made available to the Administrative Agent by the Revolving Credit Lenders in immediately available funds).