DOMESTIC BORROWERS Sample Clauses

DOMESTIC BORROWERS. RESTORATION HARDWARE, INC., as Lead Borrower and as a Domestic Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer, Treasurer and Secretary RH US, LLC, as a Domestic Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer, Treasurer and Secretary WATERWORKS OPERATING CO., LLC, as a Domestic Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Treasurer and Secretary WATERWORKS IP CO., LLC, as a Domestic Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Treasurer and Secretary CANADIAN BORROWER: RESTORATION HARDWARE CANADA, INC., as Canadian Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer, Treasurer and Secretary GUARANTORS: RH YOUNTVILLE, INC., as a Guarantor By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Secretary RHM, LLC, as a Guarantor By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer, Treasurer and Secretary BANK OF AMERICA, N.A., as Agent, a Domestic Revolving Lender, Term Lender, L/C Issuer and Swing Line Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director BANK OF AMERICA, N.A. (acting through Its Canada Branch), as a Canadian Lender and L/C Issuer By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President XX XXXXXX XXXXX, NA, as a Domestic Revolving Lender and a Term Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Domestic Revolving Lender and a Term Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director BMO XXXXXX BANK, N.A., as a Domestic Revolving Lender and a Term Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director
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DOMESTIC BORROWERS. (i) Each Domestic Borrower accepts joint and several liability hereunder in consideration of the financial accommodation to be provided by the Administrative Agent and the Lenders under this Credit Agreement and the other Credit Documents, for the mutual benefit, directly and indirectly, of each Domestic Borrower and in consideration of the undertakings of each Domestic Borrower to accept joint and several liability for the obligations of each Domestic Borrower.
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DOMESTIC BORROWERS. Each of the Domestic Borrowers hereby irrevocably designates, appoints and authorizes each other Domestic Borrower as its agent and attorney-in-fact to take actions under this Agreement and the other Loan Documents, together with such powers as are reasonably incidental thereto. The Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely, and shall be fully protected in relying, upon any communication from or to any Domestic Borrower as having been delivered by or to all Domestic Borrowers. Any action taken by one Domestic Borrower under this Agreement and the other Loan Documents shall be binding upon the other Domestic Borrowers. Each Domestic Borrower agrees that it is jointly and severally liable to the Administrative Agent, the Issuing Bank and the Lenders for the payment of the Domestic Obligations and that such liability is independent of the Obligations of the other Borrowers and whether such Obligations become unenforceable against any other Borrower.
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DOMESTIC BORROWERS. ALL CYCLE WASTE, INC. BRISTOL WASTE MANAGEMENT, INC. CASELLA T.I.R.E.S., INC. CASELLA TRANSPORTATION, INC. XXXXXXX WASTE MANAGEMENT, INC. XXXXXXX WASTE MANAGEMENT OF N.Y., INC. XXXXXXX WASTE MANAGEMENT OF PENNSYLVANIA, INC. XXXXXXX WASTE SYSTEMS, INC. GRASSLANDS INC. XXXXX C & D DISPOSAL, INC. XXXXX HOLLOW REGENERATION CORP. NATURAL ENVIRONMENTAL, INC. NEWBURY WASTE MANAGEMENT, INC. NEW ENGLAND WASTE SERVICES, INC. NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC. NEW ENGLAND WASTE SERVICES OF N.Y., INC. NEW ENGLAND WASTE SERVICES OF VERMONT, INC. NORTH COUNTRY ENVIRONMENTAL SERVICES, INC. NORTHERN SANITATION, INC. PINE TREE WASTE, INC. RESOURCE RECOVERY OF CAPE COD, INC. RESOURCE TRANSFER SERVICES, INC. RESOURCE WASTE SYSTEMS, INC. XXXXXX ENVIRONMENTAL RECOVERY FACILITIES, INC. XXXXXX ENVIRONMENTAL SERVICES XXXXXXX LANDFILL, INC. SUNDERLAND WASTE MANAGEMENT, INC. WASTE-STREAM INC. WESTFIELD DISPOSAL SERVICE, INC. XXXXXXX BROTHERS, INC. By: -------------------------- Name: Xxxxx X. Xxxxx Title: Treasurer [SIGNATURES CONTINUED ON NEXT PAGE] ADVANCED ENTERPRISES RECYCLING INC. THE AFA GROUP, INC. AFA PALLET, INC. AGRO PRODUCTS, INC. ALLIED EQUIPT. & SALES CORP., INC. AMERICAN SUPPLIES SALES GROUP, INC. ARTIC INC. ATLANTIC TRANSPORTATION TECHNOLOGIES INC. DATA DESTRUCTION SERVICES, INC. FAIRFIELD COUNTY RECYCLING, INC. FCR CAMDEN, INC. FCR FLORIDA, INC. FCR GEORGIA, INC. FCR GREENSBORO, INC. FCR GREENVILLE, INC. FCR XXXXXX, INC. FCR PLASTICS, INC. FCR REDEMPTION, INC. FCR TENNESSEE, INC. FCR VIRGINIA, INC. FCR, INC. KTI BIO FUELS, INC. KTI ENERGY OF MARTINSVILLE, INC. KTI ENERGY OF VIRGINIA, INC. KTI ENVIRONMENTAL GROUP, INC. KTI NEW JERSEY FIBERS, INC. KTI OPERATIONS, INC. KTI RECYCLING OF ILLINOIS, INC. KTI RECYCLING OF NEW ENGLAND, INC. KTI RECYCLING OF NEW JERSEY, INC. KTI RECYCLING, INC. KTI SPECIALTY WASTE SERVICES, INC. KTI TRANSPORTATION SERVICES, INC. KTI, INC. MANNER RESINS, INC. MECKLENBURG COUNTY RECYCLING, INC. POWER SHIP TRANSPORT, INC. TOTAL WASTE MANAGEMENT CORP. U.S. FIBER, INC. By: -------------------------- Name: Xxxxx X. Xxxxx Title: Treasurer PENOBSCOT ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP By: PERC Management Company Limited Partnership, general partner By: PERC, Inc., general partner By: -------------------------- Name: Xxxxx X. Xxxxx Title: Treasurer PERC MANAGEMENT COMPANY, LIMITED PARTNERSHIP By: PERC, Inc., general partner By: -------------------------- Name: Xxxxx X. Xxxxx Title: Treasurer CANADIAN BORROWERS: KTI RECYCLING OF...
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DOMESTIC BORROWERS. The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Administrative Agent or any Lender accounts for such Credit Extensions on its books and records. Each Domestic Borrower’s obligations with respect to Credit Extensions made to it, and each such Domestic Borrower’s obligations arising as a result of the joint and several liability of such Domestic Borrower hereunder, with respect to Credit Extensions made to and other Obligations owing by the other Domestic Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each such Domestic Borrower.
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DOMESTIC BORROWERS. The Parent and its Subsidiaries (other than Excluded Subsidiaries) which conduct all or substantially all of their business in the United States or which are incorporated under the laws of the United States or a jurisdiction thereof.
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DOMESTIC BORROWERS. Any Borrower which is not a Foreign Borrower. DOMESTIC LENDING OFFICE. Initially, the office of each Bank designated as such in SCHEDULE 1 hereto; thereafter, such other office of such Bank, if any, located within the United States that will be making or maintaining Base Rate Loans.
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DOMESTIC BORROWERS. If the Domestic Borrowers shall fail to give the Managing Agent notice of their election hereunder together with all of the other information required by this (S)2.4(b) with respect to any Revolving Credit Loan, whether at the end of an Interest Period or otherwise, such Loan shall be deemed to be a Base Rate Loan.
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Related to DOMESTIC BORROWERS

  • Subsidiary Borrowers The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

  • Co-Borrowers Borrowers are jointly and severally liable for the Obligations and Bank may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against any other Borrower. This Agreement and the Loan Documents are a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Bank and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the Credit Extensions were advanced to such Borrower. Bank may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers, including without limitation advance request forms and compliance certificates. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers, to act as disbursing agent for receipt of any Credit Extensions on behalf of each Borrower and to apply to Bank on behalf of each Borrower for any Credit Extension, any waivers and any consents. This authorization cannot be revoked, and Bank need not inquire as to one Borrower’s authority to act for or on behalf of another Borrower.

  • Designated Borrowers (a) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Domestic Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent shall have received (i) with respect to the first designation of a Subsidiary as a Designated Borrower, the Guaranty duly executed by the Company and opinions of counsel as to the execution, delivery and enforceability of the Guaranty and such other matters concerning the Company and the Guaranty as the Administrative Agent or the Required Lenders may reasonably request, and (ii) with respect to each designation of a Subsidiary as a Designated Borrower such supporting resolutions, incumbency certificates, opinions of counsel, including such opinions from regulatory counsel reasonably acceptable to the Administrative Agent and such other matters concerning the applicable Subsidiary as the Administrative Agent or the Required Lenders may reasonably request, and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Revolving Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date.

  • BORROWERS BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

  • Borrowing Subsidiaries Within two Business Days after the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

  • Loan Parties Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry or nature of business of such Loan Party.

  • Multiple Borrowers This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

  • Borrower The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

  • Additional Borrowers Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.

  • The Borrower AGREES TO INDEMNIFY EACH LENDER (INCLUDING THE SWINGLINE LENDER) AND EACH ISSUING BANK AGAINST ANY DIRECT OR INDIRECT COSTS OR LOSSES (INCLUDING ANY DIRECT LOSSES DUE TO CURRENCY EXCHANGE RATES OR EXCHANGE CONTROLS), OR REASONABLE EXPENSE WHICH SUCH LENDER OR ISSUING BANK MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF: (A) ANY FAILURE BY THE BORROWER TO BORROW OR TO CONVERT OR CONTINUE ANY LOAN HEREUNDER (INCLUDING AS A RESULT OF THE BORROWER’S FAILURE TO FULFILL ANY OF THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE 4) AFTER IRREVOCABLE NOTICE OF SUCH BORROWING, CONVERSION OR CONTINUATION HAS BEEN GIVEN PURSUANT HERETO, (B) ANY PAYMENT, PREPAYMENT OR CONVERSION, ASSIGNMENT OR FUNDING OF A EUROCURRENCY RATE LOAN REQUIRED BY ANY PROVISION OF THIS AGREEMENT OR OTHERWISE MADE OR DEEMED MADE ON A DATE OTHER THAN THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF THE OPERATION OF SECTION 2.01(c)), (C) ANY DEFAULT IN PAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY LOAN OR ANY REIMBURSEMENT OBLIGATION IN RESPECT OF ANY L/C DISBURSEMENT OR ANY PART THEREOF OR INTEREST ACCRUED THEREON, AS AND WHEN DUE AND PAYABLE (AT THE DUE DATE THEREOF, WHETHER BY SCHEDULED MATURITY, ACCELERATION, IRREVOCABLE NOTICE OF PREPAYMENT OR OTHERWISE), (D) THE OCCURRENCE OF ANY EVENT OF DEFAULT, OR (E) THE FAILURE TO PAY ANY LOAN OR L/C DISBURSEMENT DENOMINATED IN AN AVAILABLE CURRENCY, OR ANY INTEREST THEREON, IN THE AVAILABLE CURRENCY IN WHICH SUCH LOAN WAS MADE OR APPLICABLE LETTER OF CREDIT ISSUED, INCLUDING, IN EACH SUCH CASE, ANY LOSS OR REASONABLE EXPENSE SUSTAINED OR INCURRED OR TO BE SUSTAINED OR INCURRED BY SUCH LENDER OR ISSUING BANK IN LIQUIDATING OR EMPLOYING DEPOSITS FROM THIRD PARTIES, OR WITH RESPECT TO COMMITMENTS MADE OR OBLIGATIONS UNDERTAKEN WITH THIRD PARTIES, TO EFFECT OR MAINTAIN ANY LOAN OR LETTER OF CREDIT HEREUNDER OR ANY PART THEREOF. SUCH LOSS SHALL INCLUDE, AS APPLICABLE: (i) AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS REASONABLY DETERMINED BY SUCH LENDER OR ISSUING BANK, OF (A) ITS COST OF OBTAINING THE FUNDS FOR THE LOAN OR LETTER OF CREDIT BEING PAID, PREPAID, CONVERTED OR NOT BORROWED FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT, PREPAYMENT OR FAILURE TO BORROW TO THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A FAILURE TO BORROW THE INTEREST PERIOD FOR SUCH LOAN WHICH WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) OVER (B) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD BE REALIZED BY SUCH LENDER IN RE–EMPLOYING THE FUNDS SO PAID, PREPAID OR NOT BORROWED FOR SUCH PERIOD OR INTEREST PERIOD, AS THE CASE MAY BE, (ii) ANY LOSS INCURRED IN LIQUIDATING OR CLOSING OUT ANY FOREIGN CURRENCY CONTRACT, AND (iii) ANY LOSS ARISING FROM ANY CHANGE IN THE VALUE OF DOLLARS IN RELATION TO ANY LOAN OR L/C DISBURSEMENT MADE IN ANOTHER AVAILABLE CURRENCY WHICH WAS NOT PAID ON THE DATE DUE OR WHICH WAS NOT PAID IN THE AVAILABLE CURRENCY IN WHICH IT WAS MADE OR IN WHICH THE APPLICABLE LETTER OF CREDIT WAS ISSUED.

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