Common use of REVOLVING LOAN COMMITMENTS; USE OF PROCEEDS Clause in Contracts

REVOLVING LOAN COMMITMENTS; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions set forth in this Agreement, each Lender severally agrees, upon the Borrower's request, to advance to the Borrower, from time to time prior to the Credit Expiration Date, Revolving Loans in an aggregate principal amount outstanding at any one time not to exceed such Lender's Revolving Loan Commitment as in effect at such time (as such Revolving Loan Commitment may be reduced pursuant to this Agreement). (b) The proceeds of the Revolving Loans shall be used to (i) refinance the 1993 Loans as described in Section 4.16 hereof, (ii) finance or refinance any Acquisition made after the date hereof to the extent consented to in writing by all of the Lenders, (iii) refinance the Swingline Loans pursuant to Section 3.04 hereof, and (iv) finance the working capital and general corporate needs of the Consolidated Companies; provided, however, that (x) neither Borrower nor any Guarantor may re-advance any Revolving Loan proceeds to any Subsidiary who is not a Guarantor and (y) Borrower's use of any Revolving Loan proceeds to settle or satisfy certain litigation is limited to the extent provided in Section 8.14 hereof. (c) Notwithstanding anything in this Agreement to the contrary, Borrower shall not be entitled to obtain any new LIBOR Advances on or after the date hereof. In addition, notwithstanding anything herein to the contrary, no outstanding Borrowing may be converted into, or combined as, a Borrowing consisting of LIBOR Advances on or after the date hereof. LIBOR Advance provisions are contained in this Agreement solely to accommodate any LIBOR Advances which are outstanding under the 1993 Credit Agreement as of the date hereof and which are continued hereunder for the remainder of their respective Interest Periods. (d) If at any time the aggregate outstanding principal amount of all of the Revolving Loans made by any Lender shall exceed the amount of the Revolving Loan Commitment of such Lender, the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans of such Lender to the extent necessary to eliminate such excess. (e) Notwithstanding anything herein to the contrary, the sum of the aggregate outstanding principal balance of all Loans (including Swingline Loans) made by all Lenders (including the Swingline Lender) at any one time shall not exceed the aggregate amount of all Revolving Loan Commitments as then in effect, and the sum of the aggregate outstanding principal balance of all Revolving Loans made by all Lenders at any one time (other than any Revolving Loans the proceeds of which are used to refinance any Swingline Loans pursuant to Section 3.04 hereof) shall not exceed (i) the aggregate amount of the Revolving Loan Commitments as then in effect less (ii) the Swingline Loan Limit as then in effect. If at any time the aggregate outstanding principal balance of the Loans or the Revolving Loans exceeds the applicable limit stated in the immediately preceding sentence, the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans to the extent necessary to eliminate such excess.

REVOLVING LOAN COMMITMENTS; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth in this Agreementforth, each Lender severally agrees, upon the Borrower's request, agrees to advance make to the Borrower, Borrower from time to time on and after the Closing Date, but prior to the Credit Expiration Revolving Loan Termination Date, Revolving Loans in an aggregate principal amount outstanding at any one time not to exceed such Lender's Revolving Loan Commitment as Commitment. Borrower shall be entitled to repay and reborrow Revolving Loans in effect at such time (as such Revolving Loan Commitment may be reduced pursuant to this Agreement)accordance with the provisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Loans (comprised of Base Rate Advances or Eurodollar Advances) or Competitive Bid Loans. The proceeds aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar Advances shall not be less than $5,000,000 or a greater integral multiple of $1,000,000. The aggregate principal amount of each Borrowing of Competitive Bid Loans shall not be less than $5,000,000. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall not be less than $ 1,000,000 or a greater integral multiple of $ 1,000,000. At no time shall the number of Borrowings outstanding under this Article II exceed ten; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans (including the Competitive Bid Loans) of the Lenders as a group shall be used to (i) refinance not exceed the 1993 Loans as described in Section 4.16 hereofaggregate principal amount of all Revolving Loan Commitments, (ii) finance or refinance any Acquisition made after the date hereof to the extent consented to in writing by all of the Lenders, (iii) refinance the Swingline Loans pursuant to Section 3.04 hereof, and (iv) finance the working capital and general corporate needs of the Consolidated Companies; provided, however, that (x) neither Borrower nor any Guarantor may re-advance any Revolving Loan proceeds to any Subsidiary who is not a Guarantor and (y) Borrower's use of any Revolving Loan proceeds to settle or satisfy certain litigation is limited to the extent provided in Section 8.14 hereof. (c) Notwithstanding anything in this Agreement to the contrary, Borrower shall not be entitled to obtain any new LIBOR Advances on or after the date hereof. In addition, notwithstanding anything herein to the contrary, no outstanding Borrowing may be converted into, or combined as, a Borrowing consisting of LIBOR Advances on or after the date hereof. LIBOR Advance provisions are contained in this Agreement solely to accommodate any LIBOR Advances which are outstanding under the 1993 Credit Agreement as of the date hereof and which are continued hereunder for the remainder of their respective Interest Periods. (d) If at any time the aggregate outstanding principal amount of all of the Revolving Loans made by any Lender shall exceed the amount be obligated to make Syndicate Loans in excess of the Revolving Loan Commitment of such Lender, (iii) no Lender shall be obligated hereunder to extend Competitive Bid Loans or to make quotes for such Competitive Bid Loans, and (iv) a Lender may elect, in its discretion, to extend Competitive Bid Loans which, either alone or together with the Borrower shall immediately upon receipt Syndicate Loans of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay exceed the Revolving Loans Loan Commitment of such Lender to the extent necessary to eliminate such excessLender. (ec) Notwithstanding anything herein The proceeds of Revolving Loans shall be used solely to refinance existing indebtedness, to fund future acquisitions, to fund share repurchase agreements, to fund the contrary, the sum working capital needs of the aggregate outstanding principal balance of all Loans (including Swingline Loans) made by all Lenders (including the Swingline Lender) at any one time shall not exceed the aggregate amount of all Revolving Loan Commitments as then in effectBorrower and its Subsidiaries, and the sum of the aggregate outstanding principal balance of all Revolving Loans made by all Lenders at any one time (other than any Revolving Loans the proceeds of which are used to refinance any Swingline Loans pursuant to Section 3.04 hereof) shall not exceed (i) the aggregate amount of the Revolving Loan Commitments as then in effect less (ii) the Swingline Loan Limit as then in effect. If at any time the aggregate outstanding principal balance of the Loans or the Revolving Loans exceeds the applicable limit stated in the immediately preceding sentence, the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans to the extent necessary to eliminate such excessfor general corporate purposes.

REVOLVING LOAN COMMITMENTS; USE OF PROCEEDS. (a) Revolving Loan Commitments. Subject to and upon the terms and -------------------------- conditions herein set forth, each Lender severally establishes in favor of the Borrower, from on and after the Closing Date, but prior to the Maturity Date, its Revolving Loan Commitment. The Lenders, subject to and upon the terms and conditions set forth in this Agreement, each Lender severally agrees, upon the Borrower's request, to advance to the Borrowerherein, from time to time prior time, agree to make to the Credit Expiration Date, Borrower Revolving Loans in an aggregate principal amount outstanding at any one time not to exceed such Lender's Revolving Loan Commitment as in effect at such time (as such Revolving Loan Commitment may Commitment. Borrower shall be reduced pursuant entitled to this Agreement). (b) The proceeds of the repay and reborrow Revolving Loans shall be used in accordance with the provisions hereof. In addition to (i) refinance Revolving Loans, the 1993 Loans as described in Section 4.16 hereofBorrower may request, (ii) finance or refinance any Acquisition made from on and after the date hereof Closing Date but prior to the extent consented to in writing by all of the Lenders, (iii) refinance the Swingline Loans pursuant to Section 3.04 hereof, and (iv) finance the working capital and general corporate needs of the Consolidated Companies; provided, howeverMaturity Date, that (x) neither the Swing Line Lender extend to the Borrower nor any Guarantor may re-advance any Revolving Loan proceeds to any Subsidiary who is not a Guarantor Swing Rate Loans and (y) the Agent issue Letters of Credit for the account of the Borrower's use , in each case, subject to and upon the terms and conditions herein set forth. Notwithstanding any provision of any Revolving Loan proceeds to settle or satisfy certain litigation is limited to the extent provided in Section 8.14 hereof. (c) Notwithstanding anything in this Agreement to the contrary, Borrower (i) the sum of (x) the aggregate principal amount of the Revolving Loans, plus (y) the ---- aggregate principal amount of the Swing Line Loans at any one time outstanding plus (z) the aggregate L/C Outstandings shall not be entitled to obtain any new LIBOR Advances on or after the date hereof. In addition, notwithstanding anything herein to the contrary, no outstanding Borrowing may be converted into, or combined as, a Borrowing consisting of LIBOR Advances on or after the date hereof. LIBOR Advance provisions are contained in this Agreement solely to accommodate any LIBOR Advances which are outstanding under the 1993 Credit Agreement as of the date hereof and which are continued hereunder for the remainder of their respective Interest Periods. (d) If at any time exceed the aggregate outstanding Revolving ---- Loan Commitments, and (ii) the aggregate principal amount of all of the Revolving Loans made by plus Swing Line Exposure plus L/C Exposure of each Lender outstanding pursuant to this Article II shall not at any Lender shall time exceed the amount of the Revolving Loan Commitment of such Lender, the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans of such Lender to the extent necessary to eliminate such excess. (e) Notwithstanding anything herein to the contrary, the sum of the aggregate outstanding principal balance of all Loans (including Swingline Loans) made by all Lenders (including the Swingline Lender) at any one time shall not exceed the aggregate amount of all Revolving Loan Commitments as then in effect, and the sum of the aggregate outstanding principal balance of all Revolving Loans made by all Lenders at any one time (other than any Revolving Loans the proceeds of which are used to refinance any Swingline Loans pursuant to Section 3.04 hereof) shall not exceed (i) the aggregate amount of the Revolving Loan Commitments as then in effect less (ii) the Swingline Loan Limit as then in effect. If at any time the aggregate outstanding principal balance of the Loans or the Revolving Loans exceeds the applicable limit stated in the immediately preceding sentence, the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans to the extent necessary to eliminate such excess.

REVOLVING LOAN COMMITMENTS; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth in this Agreementforth, each Lender severally agrees, upon the Borrower's request, agrees to advance make to the Borrower, Borrower from time to time on and after the Closing Date, but prior to the Credit Expiration Termination Date, Revolving Loans in an aggregate principal amount outstanding at any one time not to exceed such Lender's Revolving Loan Commitment as Commitment. Borrower shall be entitled to repay and reborrow Revolving Loans in effect at such time (as such Revolving Loan Commitment may be reduced pursuant to this Agreement)accordance with the provisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (comprised of Base Rate Advances or Eurodollar Advances) or Competitive Bid Revolving Loans. The proceeds aggregate principal amount of each Borrowing of Revolving Loans shall be not less than $2,000,000 or a greater integral multiple of $100,000, provided that each Borrowing of Revolving Loans comprised of Base Rate Ad vances shall be not less than $250,000 or a greater integral multiple of $10,000. At no time shall the number of Borrowings outstanding under this Article II exceed six; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans (including the Competitive Bid Revolving Loans) of the Lenders as a group shall be used to (i) refinance not exceed the 1993 Loans as described in Section 4.16 hereofaggregate principal amount of all Revolving Loan Commitments, (ii) finance or refinance any Acquisition made after the date hereof no Lender shall be obligated to the extent consented to in writing by all of the Lenders, (iii) refinance the Swingline Loans pursuant to Section 3.04 hereof, and (iv) finance the working capital and general corporate needs of the Consolidated Companies; provided, however, that (x) neither Borrower nor any Guarantor may re-advance any Revolving Loan proceeds to any Subsidiary who is not a Guarantor and (y) Borrower's use of any Revolving Loan proceeds to settle or satisfy certain litigation is limited to the extent provided in Section 8.14 hereof. (c) Notwithstanding anything in this Agreement to the contrary, Borrower shall not be entitled to obtain any new LIBOR Advances on or after the date hereof. In addition, notwithstanding anything herein to the contrary, no outstanding Borrowing may be converted into, or combined as, a Borrowing consisting of LIBOR Advances on or after the date hereof. LIBOR Advance provisions are contained in this Agreement solely to accommodate any LIBOR Advances which are outstanding under the 1993 Credit Agreement as of the date hereof and which are continued hereunder for the remainder of their respective Interest Periods. (d) If at any time the aggregate outstanding principal amount of all of the make Syndicate Revolving Loans made by any Lender shall exceed the amount in excess of the Revolving Loan Commitment of such Lender, (iii) no Lender shall be obligated hereunder to extend Competitive Bid Revolving Loans or to make quotes for such Loans, (iv) a Lender may elect, in its discretion, to extend Competitive Bid Revolving Loans which, either alone or together with the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Syndicate Revolving Loans of such Lender, exceed the Revolving Loan Commitment of such Lender to and (v) the extent necessary to eliminate Competitive Bid Revolving Loans (if any) extended by a Lender shall reduce the Revolving Loan Commitment of such excessLender by the amount of such Competitive Bid Revolving Loans so extended (but not below zero). (ec) Notwithstanding anything herein The proceeds of Revolving Loans shall be used solely to refinance existing indebtedness, to fund obligations under share repurchase agreements, to fund the contrary, the sum working capital needs of the aggregate outstanding principal balance of all Loans (including Swingline Loans) made by all Lenders (including the Swingline Lender) at any one time shall not exceed the aggregate amount of all Revolving Loan Commitments as then in effectBorrower and its Subsidiaries, and the sum of the aggregate outstanding principal balance of all Revolving Loans made by all Lenders at any one time (other than any Revolving Loans the proceeds of which are used to refinance any Swingline Loans pursuant to Section 3.04 hereof) shall not exceed (i) the aggregate amount of the Revolving Loan Commitments as then in effect less (ii) the Swingline Loan Limit as then in effect. If at any time the aggregate outstanding principal balance of the Loans or the Revolving Loans exceeds the applicable limit stated in the immediately preceding sentence, the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans to the extent necessary to eliminate such excessfor general corporate purposes.

REVOLVING LOAN COMMITMENTS; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth in this Agreementforth, each Lender severally agrees, upon the Borrower's request, agrees to advance make to the Borrower, Borrower from time to time on and after the Closing Date, but prior to the Credit Expiration Maturity Date, Revolving Loans in an aggregate principal amount outstanding at any one time not to exceed such Lender's Revolving Loan Commitment as Commitment. Borrower shall be entitled to borrow, repay and reborrow Revolving Loans in effect at such time (as such Revolving Loan Commitment may be reduced pursuant to this Agreement)accordance with the provisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans shall in the case of Eurodollar Advances be not less than $250,000 or a greater integral multiple of $100,000, and in the case of Base Rate Advances shall be not less than $100,000 or a greater integral multiple of $100,000, or in such lesser amounts as shall then equal the unused amount of the total Revolving Loan Commitments. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article II exceed six; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Revolving Loan shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lenders as a group shall not exceed the Total Revolving Commitments, and (ii) no Lender shall be obligated to make Revolving Loans in excess of the Revolving Loan Commitment of such Lender. (c) The proceeds of the Revolving Loans shall be used to solely for the following purposes: (i) refinance To finance the 1993 Loans as described in Section 4.16 hereof, Serengeti Purchase; (ii) finance or refinance any Acquisition made after With the date hereof to the extent consented to in writing by all written consent of the LendersAgent, the payment of all transaction fees and expenses incurred in connection with the Serengeti Purchase; (iii) refinance the Swingline Loans pursuant to Section 3.04 hereof, and To finance Permitted Acquisitions as described herein; (iv) finance the For working capital and for other general corporate needs purposes, including capital expenditures of the Consolidated Companies; provided, however, that (x) neither Borrower nor any Guarantor may re-advance any Revolving Loan proceeds to any Subsidiary who is not a Guarantor and (y) Borrower's use of any Revolving Loan proceeds to settle or satisfy certain litigation is limited to the extent provided in Section 8.14 hereof.; (cv) Notwithstanding anything To pay all transaction fees and expenses incurred in connection with this Agreement to the contraryfinancing including Closing Fees and costs and expenses, Borrower shall not be entitled to obtain any new LIBOR Advances on or after the date hereof. In additionincluding attorneys' fees, notwithstanding anything herein to the contrary, no outstanding Borrowing may be converted into, or combined as, a Borrowing consisting of LIBOR Advances on or after the date hereof. LIBOR Advance provisions are contained in this Agreement solely to accommodate any LIBOR Advances which are outstanding under the 1993 Credit Agreement as of the date hereof Agent, and, with the written consent of the Agent, costs and which are continued hereunder for expenses, including attorneys' fees, of the remainder of their respective Interest Periods.Borrower; (dvi) If at any time To pay and discharge in full the aggregate outstanding principal amount of all of the Revolving Loans made by any Lender shall exceed the amount of the Revolving Loan Commitment of such Lender, the Borrower shall immediately upon receipt of notice thereof from Existing Indebtedness; and (vii) To pay other fees to the Agent or such LenderLenders from time to time under this Agreement including Commitment Fees, or immediately upon Letter of Credit Fees, Facing Fees, Upfront Fees and any administrative fees due the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans of such Lender to the extent necessary to eliminate such excessAgent. (e) Notwithstanding anything herein to the contrary, the sum of the aggregate outstanding principal balance of all Loans (including Swingline Loans) made by all Lenders (including the Swingline Lender) at any one time shall not exceed the aggregate amount of all Revolving Loan Commitments as then in effect, and the sum of the aggregate outstanding principal balance of all Revolving Loans made by all Lenders at any one time (other than any Revolving Loans the proceeds of which are used to refinance any Swingline Loans pursuant to Section 3.04 hereof) shall not exceed (i) the aggregate amount of the Revolving Loan Commitments as then in effect less (ii) the Swingline Loan Limit as then in effect. If at any time the aggregate outstanding principal balance of the Loans or the Revolving Loans exceeds the applicable limit stated in the immediately preceding sentence, the Borrower shall immediately upon receipt of notice thereof from the Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Revolving Loans to the extent necessary to eliminate such excess.