Common use of Revolving Loan Borrowings Clause in Contracts

Revolving Loan Borrowings. (i) Each Borrowing of Revolving Loans shall be made on notice given by a Borrower to the Revolving and LC Administrative Agent not later than 11:00 a.m. (New York time) (A) on the Business Day of the proposed Borrowing, in the case of a Borrowing of Base Rate Loans and (B) three Business Days prior to the date of the proposed Borrowing, in the case of a Borrowing of Eurodollar Rate Loans. Each such notice shall be in substantially the form of Exhibit C-2 (a “Notice of Revolving Borrowing”) (or shall be made by telephone and the same information shall be confirmed promptly thereafter in writing), specifying (1) the date of such proposed Borrowing, (2) the aggregate amount of such proposed Borrowing, (3) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (4) the initial Interest Period or Interest Periods for any such Eurodollar Rate Loans, and (5) remittance instructions. The Revolving Loans shall be made as Base Rate Loans unless, subject to Section 2.17, the Notice of Revolving Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing of Revolving Loans shall be in an aggregate amount that is an integral multiple of $1,000,000.00 (or $500,000.00 with respect to Swing Loans) and shall be allocated ratably in accordance with each Revolving Lender’s Revolving Commitment. (ii) Unless the Revolving and LC Administrative Agent shall have received notice from a Revolving Lender prior to the date of any proposed Borrowing that such Revolving Lender shall not make available to the Revolving and LC Administrative Agent such Revolving Lender’s Ratable Portion of the Borrowing to be made on such date (or any portion thereof), the Revolving and LC Administrative Agent may assume that such Revolving Lender has made such Ratable Portion available to the Revolving and LC Administrative Agent on the date of such Borrowing in accordance with this Section 2.2(b), and the Revolving and LC Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Revolving Lender shall not have so made such Ratable Portion available to the Revolving and LC Administrative Agent, such Revolving Lender on the one hand and the Borrowers, jointly and severally, on the other agree to repay to the Revolving and LC Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Revolving and LC Administrative Agent, at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Revolving Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Revolving Lender shall repay to the Revolving and LC Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Revolving Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrowers shall repay to the Revolving and LC Administrative Agent such corresponding amount, such payment shall not relieve such Revolving Lender of any obligation it may have hereunder to the Borrowers. (iii) The failure of any Revolving Lender to make its Revolving Loan or any payment required by it on the date specified, including any payment in respect of its participation in Swing Loans and Revolving Letter of Credit Obligations, shall not relieve any other Revolving Lender of its obligations to make its Revolving Loan or payment on such date but no such other Revolving Lender shall be responsible for the failure of any Revolving Lender to make a Revolving Loan or payment required under this Agreement.

Revolving Loan Borrowings. (i) Each Revolving Loan Borrowing of Revolving Loans shall be made on notice notice, given by a Borrower to the Revolving and LC Administrative Agent not later than 11:00 a.m. (x) 12:00 noon (New York City time) (A) on the third (3rd) Business Day of the proposed Borrowing, in the case of a Borrowing of Base Rate Loans and (B) three Business Days prior to the date of the proposed a Eurodollar Rate Borrowing, in and (y) 10:00 A.M. (New York City time) on the case day of a Borrowing of Eurodollar Base Rate LoansBorrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier, telex, cable or electronic mail. Each such notice shall be in substantially the form of Exhibit C-2 a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) (or shall be made in the form of a written Loan Notice, or orally and confirmed immediately in writing, by telephone and telecopier, telex, cable or electronic mail, in the same information form of a written Loan Notice, specifying therein the requested (i) date of such Revolving Loan Borrowing (which shall be confirmed promptly thereafter in writinga Business Day), specifying (1ii) Type of Revolving Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing and (iv) in the case of a Revolving Loan Borrowing comprised of Eurodollar Rate Loans, the Interest Period for each such Revolving Loan. Each Lender shall (A) before 11:00 A.M. (New York City time) on the date of such proposed Borrowing (in the case of a Eurodollar Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make available for the account of its applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account in same day funds, such Lender’s ratable portion of such Borrowing (based upon its Applicable Revolving Credit Percentage). After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 4.02, the Administrative Agent will make such funds available to the Borrower in such manner as the Administrative Agent and the Borrower may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which the Borrower has received timely notice made by the Swing Loan Bank or the Issuing Bank, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, (2) the aggregate amount plus interest accrued and unpaid thereon to and as of such proposed Borrowingdate, (3) whether any portion of available to the proposed Borrowing will be of Base Rate Loans Swing Loan Bank or Eurodollar Rate Loansthe Issuing Bank, (4) as the initial Interest Period or Interest Periods for any such Eurodollar Rate Loanscase may be, and (5) remittance instructions. The Revolving such other Lenders for repayment of such Swing Loans shall be made as Base Rate Loans unless, subject to Section 2.17, the Notice and Letter of Revolving Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Credit Loans. Each Borrowing of Revolving Loans shall be in an aggregate amount that is an integral multiple of $1,000,000.00 (or $500,000.00 with respect to Swing Loans) and shall be allocated ratably in accordance with each Revolving Lender’s Revolving Commitment. (ii) Subject to Sections 3.02 and 3.03, each Notice of Revolving Loan Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Loan Borrowing by the Borrower which the related Notice of Revolving Loan Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Loan Borrowing for such Revolving Loan Borrowing the applicable conditions set forth in Section 4.02, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Revolving Loan Borrowing when such Revolving Loan, as a result of such failure, is not made on such date. (iii) Unless the Revolving and LC Administrative Agent shall have received notice from a Revolving Lender prior to the date of time any proposed Revolving Loan Borrowing is required to be made that such Revolving Lender shall will not make available to the Revolving and LC Administrative Agent such Revolving Lender’s Ratable Portion ratable portion of the Borrowing to be made on such date (or any portion thereof)Revolving Loan Borrowing, the Revolving and LC Administrative Agent may assume that such Revolving Lender has made such Ratable Portion portion available to the Revolving and LC Administrative Agent on the date of such Revolving Loan Borrowing in accordance with subsection (b)(i) of this Section 2.2(b), 2.05 and the Revolving and LC Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Revolving Lender shall not have so made such Ratable Portion ratable portion available to the Revolving and LC Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand a fee in the one hand amount of Two Hundred Dollars ($200.00), and such Lender and the Borrowers, jointly and severally, on the other Borrower severally agree to repay to the Revolving and LC Administrative Agent forthwith on demand such corresponding amount ratable portion of such Revolving Loan Borrowing together with interest thereon, for each day from the date such amount is made available to the Borrowers Borrower until the date such amount is repaid to the Revolving and LC Administrative Agent, at (iA) in the case of the BorrowersBorrower, the interest rate applicable at the time to the Revolving Loans comprising such Revolving Loan Borrowing and (ii) in the case of such Revolving Lender, the Federal Funds Rate Rate, provided that the Borrower retains its rights against such Lender with respect to any damages it may incur as a result of such Lender’s failure to fund, and notwithstanding anything herein to the contrary, in no event shall the Borrower be liable to such Lender or any other Person for the first Business Day and thereafter at the interest rate applicable at the time payable by such Lender to the Loans comprising such BorrowingAdministrative Agent pursuant to this sentence. If such Revolving Lender shall repay to the Revolving and LC Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Revolving Lender’s Revolving Loan as part of such Revolving Loan Borrowing for purposes of this Agreement. If the Borrowers shall repay to the Revolving and LC Administrative Agent such corresponding amount, such payment shall not relieve such Revolving Lender of any obligation it may have hereunder to the Borrowers. (iiiiv) The failure of any Lender to make the Revolving Loan to be made by it as part of any Revolving Loan Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan or any payment required by it on the date specified, including any payment in respect of its participation in Swing Loans and Revolving Letter of Credit Obligations, shall not relieve any other Revolving Lender of its obligations to make its such Revolving Loan or payment on such date Borrowing, but no such other Revolving Lender shall be responsible for the failure of any Revolving other Lender to make a the Revolving Loan to be made by such other Lender on the date of any Revolving Loan Borrowing. (v) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (vi) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under this AgreementSection 10.04(c). (vii) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Revolving Loan Borrowings. (i) Each Revolving Loan Borrowing of Revolving Loans shall be made on notice notice, given by a Borrower to the Revolving and LC Administrative Agent not later than 11:00 a.m. (x) 12:00 noon (New York City time) (A) on the third Business Day of the proposed Borrowing, in the case of a Borrowing of Base Rate Loans and (B) three Business Days prior to the date of the proposed a Eurodollar Rate Borrowing, in and (y) 10:00 A.M. (New York City time) on the case day of a Borrowing of Eurodollar Base Rate LoansBorrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier, telex, cable or electronic mail. Each such notice shall be in substantially the form of Exhibit C-2 a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) (or shall be made in the form of a written Loan Notice, or orally and confirmed immediately in writing, by telephone and telecopier, telex, cable or electronic mail, in the same information form of a written Loan Notice, specifying therein the requested (i) date of such Revolving Loan Borrowing (which shall be confirmed promptly thereafter in writinga Business Day), specifying (1ii) Type of Revolving Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing and (iv) in the case of a Revolving Loan Borrowing comprised of Eurodollar Rate Loans, the Interest Period for each such Revolving Loan. Each Revolving Lender shall (A) before 11:00 A.M. (New York City time) on the date of such proposed Borrowing (in the case of a Eurodollar Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 4.02, the Administrative Agent will make such funds available to the Borrower in such manner as the Administrative Agent and the Borrower may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which the Borrower has received timely notice made by the Swing Loan Bank or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, (2) the aggregate amount plus interest accrued and unpaid thereon to and as of such proposed Borrowingdate, (3) whether any portion of available to the proposed Borrowing will be of Base Rate Loans Swing Loan Bank or Eurodollar Rate Loansthe relevant Issuing Banks, (4) as the initial Interest Period or Interest Periods for any such Eurodollar Rate Loanscase may be, and (5) remittance instructions. The Revolving such other Lenders for repayment of such Swing Loans shall be made as Base Rate Loans unless, subject to Section 2.17, the Notice and Letter of Revolving Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Credit Loans. Each Borrowing of Revolving Loans shall be in an aggregate amount that is an integral multiple of $1,000,000.00 (or $500,000.00 with respect to Swing Loans) and shall be allocated ratably in accordance with each Revolving Lender’s Revolving Commitment. (ii) Subject to Sections 3.02 and 3.03, each Notice of Revolving Loan Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Loan Borrowing by the Borrower which the related Notice of Revolving Loan Borrowing specifies is to be comprised of Eurodollar Rate Loans, such Borrower shall indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Loan Borrowing for such Revolving Loan Borrowing the applicable conditions set forth in Section 4.02, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Revolving Loan Borrowing when such Revolving Loan, as a result of such failure, is not made on such date. (iii) Unless the Revolving and LC Administrative Agent shall have received notice from a Revolving Lender prior to the date of time any proposed Revolving Loan Borrowing is required to be made that such Revolving Lender shall will not make available to the Revolving and LC Administrative Agent such Revolving Lender’s Ratable Portion ratable portion of the Borrowing to be made on such date (or any portion thereof)Revolving Loan Borrowing, the Revolving and LC Administrative Agent may assume that such Revolving Lender has made such Ratable Portion portion available to the Revolving and LC Administrative Agent on the date of such Revolving Loan Borrowing in accordance with subsection (a)(i) of this Section 2.2(b), 2.04 and the Revolving and LC Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Revolving Lender shall not have so made such Ratable Portion ratable portion available to the Revolving and LC Administrative Agent, such Revolving Lender on the one hand and the Borrowers, jointly and severally, on the other Borrower severally agree to repay to the Revolving and LC Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers Borrower until the date such amount is repaid to the Revolving and LC Administrative Agent, at (iA) in the case of the BorrowersBorrower, the interest rate applicable at the time to the Revolving Loans comprising such Revolving Loan Borrowing and (ii) in the case of such Revolving Lender, the Federal Funds Rate Rate, provided that the Borrower retains its rights against such Lender with respect to any damages it may incur as a result of such Lender’s failure to fund, and notwithstanding anything herein to the contrary, in no event shall the Borrower be liable to such Lender or any other Person for the first Business Day and thereafter at the interest rate applicable at the time payable by such Lender to the Loans comprising such BorrowingAdministrative Agent pursuant to this sentence. If such Revolving Lender shall repay to the Revolving and LC Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Revolving Lender’s Revolving Loan as part of such Revolving Loan Borrowing for purposes of this Agreement. If the Borrowers shall repay to the Revolving and LC Administrative Agent such corresponding amount, such payment shall not relieve such Revolving Lender of any obligation it may have hereunder to the Borrowers. (iiiiv) The failure of any Lender to make the Revolving Loan to be made by it as part of any Revolving Loan Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan or any payment required by it on the date specified, including any payment in respect of its participation in Swing Loans and Revolving Letter of Credit Obligations, shall not relieve any other Revolving Lender of its obligations to make its such Revolving Loan or payment on such date Borrowing, but no such other Revolving Lender shall be responsible for the failure of any Revolving other Lender to make a the Revolving Loan to be made by such other Lender on the date of any Revolving Loan Borrowing. (v) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (vi) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under this AgreementSection 10.04(c). (vii) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.