Common use of Committed Advances Clause in Contracts

Committed Advances. Each Bank agrees, severally but not jointly, on the terms and subject to the conditions hereinafter set forth, to make Advances to the Borrower from time to time during the period from the date hereof to and including the Commitment Termination Date in an aggregate amount not to exceed at any time outstanding that Bank’s Commitment Amount, less that Bank’s Percentage of the sum of the then-outstanding L/C Amount. Within the limits of each Bank’s Commitment Amount, the Borrower may borrow, prepay pursuant to Section 2.11 and reborrow under this Section 2.1. If the Borrower so elects by delivery of a written notice to the Agent at least three (3), but not more than ten (10), Business Days prior to the date of the then current Commitment Termination Date, then on such Commitment Termination Date (the “Loan Conversion Date”), (i) the Borrower’s option to borrow additional Advances shall terminate, (ii) the Commitments shall be terminated, (iii) unless otherwise agreed by each Bank in writing, the Borrower shall deposit in the Cash Collateral Account, on the Loan Conversion Date, an amount equal to the then-applicable L/C Amount, less the balance (if any) then outstanding in the Cash Collateral Account and (iv) the then outstanding principal amount of the Advances shall be converted to a term loan (the “Term Loan”) which shall, in the case of each Bank, be in the amount of such Bank’s outstanding Advances on such date, and which shall be due and payable in full, together with accrued interest and all other Obligations, on the Term Loan Maturity Date, with any prepayment thereof to be made subject to Section 2.11; provided, that no such conversion shall occur if a Default or Event of Default has occurred and is continuing either on the date of delivery of such notice or on the Loan Conversion Date. Amounts repaid or prepaid following the Loan Conversion Date may not be reborrowed. If such term loan conversion has not previously been completed, then on the Commitment Termination Date then in effect, the Commitments shall be terminated and all of the Advances and other Obligations shall be due and payable. The Advances made by each Bank under this Section 2.1 shall be evidenced by and repayable with interest in accordance with a single promissory note of the Borrower (each, a “Note”) payable to the order of that Bank, substantially in the form of Exhibit B hereto, dated the date hereof. Each Advance shall bear interest on the unpaid principal amount thereof from the date thereof until paid as set forth in Section 2.3.

Committed Advances. Each Bank Lender ------------ ------------------ severally agrees, severally but not jointly, on the terms and subject to the conditions hereinafter set forth, to make Committed Advances to the Borrower and the Subsidiary Borrowers, from time to time during the period on any Business Day from the date hereof to and including the Commitment Termination Date Final Maturity Date, in an aggregate amount (determined in Dollars) not to exceed at any time outstanding the Dollar amount of such Lender's Commitment; provided, however, that Bank’s Commitment Amountsuch -------- ------- Lender shall not be obligated to make any Committed Advance if, less that Bank’s Percentage after giving effect to such Committed Advance and the other Committed Advances to be made by the other Lenders as part of the sum same Committed Borrowing, (x) the Facility Usage shall exceed the Total Commitment or (y) in the event such Borrowing is being made by a Subsidiary Borrower, the aggregate amount of outstanding Advances to such Subsidiary Borrower shall exceed such Subsidiary Borrower's Subsidiary Borrower Sublimit; provided, further, that such Lender shall not be -------- ------- obligated to make any Committed Advance in an Alternative Currency if, after giving effect to such Committed Advance and the other Committed Advances to be made by the other Lenders as part of the then-same Committed Borrowing, the then outstanding L/C Amountaggregate principal amount (determined in Dollars) of all Committed Advances denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit. Each Committed Borrowing under this Section 2.01(a) shall (i) be in an aggregate amount not less than $1,000,000 in the case of Base Rate Advances, $1,000,000 in the case of Eurocurrency Rate Committed Advances denominated in Dollars and $1,500,000 in the case of Eurocurrency Rate Committed Advances denominated in an Alternative Currency, (ii) be in an integral multiple of $100,000 in the case of Base Rate Advances and $500,000 in the case of each other type of Advance, and (iii) consist of Committed Advances of the same Interest Type made in the same currency on the same Business Day by the Lenders ratably according to their respective Commitments, subject, however, to the provisions of Section 2.02(c). Within the ------- ------- limits of each Bank’s Lender's Commitment Amountand subject to the terms and provisions hereof, the Borrower Borrowers may borrowfrom time to time borrow under this Section 2.01(a), prepay pursuant to Section 2.11 2.12, and reborrow under this Section 2.1. If the Borrower so elects by delivery of a written notice to the Agent at least three (32.01(a), but not more than ten (10), Business Days prior to the date of the then current Commitment Termination Date, then on such Commitment Termination Date (the “Loan Conversion Date”), (i) the Borrower’s option to borrow additional Advances shall terminate, (ii) the Commitments shall be terminated, (iii) unless otherwise agreed by each Bank in writing, the Borrower shall deposit in the Cash Collateral Account, on the Loan Conversion Date, an amount equal to the then-applicable L/C Amount, less the balance (if any) then outstanding in the Cash Collateral Account and (iv) the then outstanding principal amount of the Advances shall be converted to a term loan (the “Term Loan”) which shall, in the case of each Bank, be in the amount of such Bank’s outstanding Advances on such date, and which shall be due and payable in full, together with accrued interest and all other Obligations, on the Term Loan Maturity Date, with any prepayment thereof to be made subject to Section 2.11; provided, that no such conversion shall occur if a Default or Event of Default has occurred and is continuing either on the date of delivery of such notice or on the Loan Conversion Date. Amounts repaid or prepaid following the Loan Conversion Date may not be reborrowed. If such term loan conversion has not previously been completed, then on the Commitment Termination Date then in effect, the Commitments shall be terminated and all of the Advances and other Obligations shall be due and payable. The Advances made by each Bank under this Section 2.1 shall be evidenced by and repayable with interest in accordance with a single promissory note of the Borrower (each, a “Note”) payable to the order of that Bank, substantially in the form of Exhibit B hereto, dated the date hereof. Each Advance shall bear interest on the unpaid principal amount thereof from the date thereof until paid as set forth in Section 2.3.

Committed Advances. (i) Each Bank agrees, severally but Committed Borrowing shall be made on notice given not jointly, later than 11:00 A.M. (New York City time) on the terms and subject to the conditions hereinafter set forth, to make Advances to the Borrower from time to time during the period from the date hereof to and including the Commitment Termination Date in an aggregate amount not to exceed at any time outstanding that Bank’s Commitment Amount, less that Bank’s Percentage of the sum of the then-outstanding L/C Amount. Within the limits of each Bank’s Commitment Amount, the Borrower may borrow, prepay pursuant to Section 2.11 and reborrow under this Section 2.1. If the Borrower so elects by delivery of a written notice to proposed Base Rate Borrowing or the Agent at least three (3), but not more than ten (10), third Business Days Day prior to the date of a proposed Eurodollar Rate Borrowing, by the then current Commitment Termination DateBorrower to the Administrative Agent, then on which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such Commitment Termination Date notice of a Committed Borrowing (the “Loan Conversion Date”a "Notice of Committed Borrowing") shall be by telecopier, telex or cable (or by telephone and confirmed immediately thereafter by telecopier, telex or cable), in substantially the form of Exhibit C-1 hereto, specifying therein the requested (iA) date of such Committed Borrowing, (B) Type of Advances comprising such Committed Borrowing, (C) aggregate amount of such Committed Borrowing and (D) Interest Period for each Eurodollar Rate Advance included in such Committed Borrowing. In the case of any such proposed Committed Borrowing comprised of Eurodollar Rate Advances, the Administrative Agent shall promptly notify the Borrower and each Lender of the applicable interest rate under Section 2.06(a)(ii). Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Committed 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 Committed Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available by crediting the Borrower’s option to borrow additional Advances 's Account. Each Notice of Committed Borrowing shall terminate, be irrevocable and binding on the Borrower. (ii) The Borrower may not request a Committed Borrowing comprised of Eurodollar Rate Advances or, pursuant to Section 2.15, convert Base Rate Advances into Eurodollar Rate Advances or select a new Interest Period for existing Eurodollar Rate Advances if, after the Commitments shall be terminatedmaking or Conversion of such Advances or the selection of such Interest Period, the number of outstanding Committed Borrowings comprised of Eurodollar Rate Advances and having different Interest Periods (whether of different duration or commencing on different dates) would exceed ten. (iii) unless otherwise agreed by each Bank in writingUnless the Administrative Agent shall have received notice from a Lender prior to the date of any Committed Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Borrower shall deposit in Administrative Agent may assume, or at its option request confirmation from such Lender, that such Lender has made such portion available to the Cash Collateral Account, Administrative Agent on the Loan Conversion Datedate of such Committed Borrowing in accordance with Section 2.02(a)(i) and the Administrative Agent may, an amount equal in reliance upon such assumption or confirmation (as the case may be), make available to the then-applicable L/C AmountBorrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, less such Lender and the balance Borrower severally agree to repay to the 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 Borrower until the date such amount is repaid to the Administrative Agent, at (if anyA) then outstanding in the Cash Collateral Account and (iv) the then outstanding principal amount of the Advances shall be converted to a term loan (the “Term Loan”) which shall, in the case of each Bankthe Borrower, be the interest rate applicable at such time under Section 2.06 to Advances comprising such Committed Borrowing and (B) in the amount case of such Bank’s outstanding Advances on Lender, the cost (expressed as a rate per annum) to the Administrative Agent of funding such dateLender's ratable portion; provided that, and which shall be due and payable in full, together with accrued interest and all other Obligations, on upon the Term Loan Maturity Date, with any prepayment thereof to be made subject to Section 2.11; provided, that no such conversion shall occur if a Default or Event of Default has occurred and is continuing either on the date of delivery request of such notice or on Lender, the Loan Conversion Date. Amounts repaid or prepaid following Administrative Agent shall provide such Lender with a certificate as to the Loan Conversion Date may not be reborrowedcalculation of such amount. If such term loan conversion has not previously been completed, then on the Commitment Termination Date then in effect, the Commitments Lender shall be terminated and all of the Advances and other Obligations shall be due and payable. The Advances made by each Bank under this Section 2.1 shall be evidenced by and repayable with interest in accordance with a single promissory note of the Borrower (each, a “Note”) payable repay to the order Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of that Bank, substantially in the form such Committed Borrowing for purposes of Exhibit B hereto, dated the date hereof. Each Advance shall bear interest on the unpaid principal amount thereof from the date thereof until paid as set forth in Section 2.3this Agreement.