Common use of Making of Revolving Credit Loans Clause in Contracts

Making of Revolving Credit Loans. Subject to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.1(c), such sums as are requested by the Borrower for the purposes set forth in §7.19 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) the sum of such Lender’s Commitment and (ii) such Lender’s Percentage of the sum of (A) the Unencumbered Pool Availability minus (B) the sum of the amount of all outstanding Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities and the Unsecured Debt; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment, and the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans, Letter of Credit Liabilities and the Unsecured Debt shall not at any time cause a violation of the covenants set forth in §8.1(a). The Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §9.1 and §9.2 have been satisfied on the date of such request. The Agent may assume that the conditions in §9.1 and §9.2 have been satisfied unless it receives prior written notice from a Lender that such conditions have not been satisfied. No Lender shall have any obligation to make Revolving Credit Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note.

Making of Revolving Credit Loans. On any Business Day when Borrowers desire that the Lender make a Revolving Credit Loan, Uni-Marts shall provide notice to the Lender by completing, executing and delivering to the Lender, by 12:00 noon New York time, a completed Loan Request, in the form attached as Exhibit "B" to this Agreement, and if no Borrowing Base Certificate has been delivered during the week during which such Borrowing Base Certificate is submitted, a Borrowing Base Certificate, in the form attached as Exhibit "C" to this Agreement, setting forth the borrowing base calculations for the each Borrower and the Borrowers taken as a whole, together with the appropriate supporting documentation and evidence and, if necessary to revise or update information provided in any remittance report required by the Lender on the Lender's standard form delivered by the Borrowers at Closing, a revised remittance report. Subject to the terms and conditions set forth in of this Agreement, each upon the Lender's review, approval and processing of the Lenders severally agrees to lend to Loan Request, the Borrower, Borrowing Base Certificate and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.1(c), such sums as are any other information requested by the Borrower for Lender, the purposes set forth in §7.19 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to Lender shall make the lesser of (i) the sum of such Lender’s Commitment and (ii) such Lender’s Percentage of the sum of (A) the Unencumbered Pool Availability minus (B) the sum of the amount of all outstanding Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities and the Unsecured Debt; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount proceeds of the Revolving Credit Loans (after giving effect Loan available to all amounts requested)the Borrowers at the Lender's Office, Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment, and the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans, Letter of Credit Liabilities and the Unsecured Debt shall not at any time cause a violation of the covenants set forth in §8.1(a). The Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §9.1 and §9.2 have been satisfied on the date of such request. The Agent may assume specified in the Loan Request in immediately available funds, provided that the conditions in §9.1 and §9.2 have been satisfied unless it receives prior written notice from a Lender that such conditions have not been satisfied. No Lender Uni-Marts shall have any obligation to make Revolving Credit Loans delivered to the Borrower in Lender the maximum aggregate principal outstanding balance of more Loan Request and any other information requested by the Lender no later than the principal face amount of its Revolving Credit Note12:00 noon prevailing New York time on such specified date.

Making of Revolving Credit Loans. Subject to the terms and conditions Except as set forth in this AgreementSECTION 2.09,2.09, each of the Lenders severally agrees to lend to the BorrowerSECTION 2.10 and SECTION 2.11,2.11, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.1(c), such sums as are requested by the Borrower for the purposes set forth in §7.19 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) the sum of such Lender’s Commitment and (ii) such Lender’s Percentage of the sum of (A) the Unencumbered Pool Availability minus (B) the sum of the amount of all outstanding Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities and the Unsecured Debt; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the Revolving Credit Loans (after giving effect other than Swingline Loans) shall be either Prime Rate Loans or LIBOR Rate Loans as the Lead Borrower on behalf of the Borrowers may request (which request shall substantially be made in the form attached hereto as Exhibit C) subject to all amounts requested)and in accordance with this SECTION 2.04. All Swingline Loans shall be only Prime Rate Loans. All Revolving Credit Loans made pursuant to the same Borrowing shall, Swing unless otherwise specifically provided herein, be Revolving Credit Loans and Letter of the same Type. Each Lender may fulfill its Commitment with respect to any Revolving Credit Liabilities Loan by causing any lending office of such Lender to make such Revolving Credit Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrowers to repay such Revolving Credit Loan in accordance with the terms of the applicable Revolving Credit Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrowers. Subject to the other provisions of this SECTION 2.04 and the provisions of SECTION 2.11,2.11, Borrowings of Revolving Credit Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBOR Rate Loans may be outstanding at any time exceed and no more than two (2) Borrowings of LIBOR Rate Loans having an Interest Period of less than one (1) month may be selected by the Total CommitmentLead Borrower in any thirty (30) day period. The Lead Borrower shall give the Administrative Agent (w) three (3) Business Days’ prior telephonic notice (thereafter confirmed in writing) of each Borrowing of LIBOR Rate Loans, and (x) one (1) Business Days’ prior telephonic notice on the outstanding principal requested date of any Borrowing (thereafter confirmed in writing) of each Borrowing of Prime Rate Loans by the DB1/ 98023701.7 Borrowers. Any such notice, to be effective, must be received by the Administrative Agent not later than 11:00 a.m. on the third Business Day prior to the requested date of any Borrowing in the case of LIBOR Rate Loans, and oneon the same Business Day of the requested date of any Borrowing in the case of Prime Rate Loans, prior to the date on which such Borrowing is to be made. Such notice shall be irrevocable (except to the extent set forth in SECTION 2.10 or SECTION 2.11 hereof), shall contain disbursement instructions and shall specify: (i) whether the Borrowing then being requested is to be a Borrowing of Prime Rate Loans or LIBOR Rate Loans and, if LIBOR Rate Loans, the Interest Period with respect thereto; (ii) the amount of the proposed Borrowing (which shall be in an integral multiple of $1,000,000, but not less than $5,000,000 in the case of LIBOR Rate Loans; and (iii) the date of the proposed Borrowing (which shall be a Business Day). If no election of Interest Period is specified in any such notice for a Borrowing of LIBOR Rate Loans, such notice shall be deemed a request for an Interest Period of one (1) month. If no election is made as to the Type of Revolving Credit Loans (after giving effect to all amounts requested)Loan, Swing such notice shall be deemed a request for Borrowing of Prime Rate Loans, Letter of Credit Liabilities and the Unsecured Debt shall not at any time cause a violation of the covenants set forth in §8.1(a). The Revolving Credit Loans Administrative Agent shall be made pro rata in accordance with promptly notify each Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all Lender of the conditions required its proportionate share of the Borrower set forth in §9.1 and §9.2 have been satisfied on such Borrowing, the date of such requestBorrowing, the Type of Borrowing being requested and the Interest Period or Interest Periods applicable thereto, as appropriate. The On the borrowing date specified in such notice, each Lender shall make its share of the Borrowing available at the office of the Administrative Agent at 100 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 no later than 3:00 p.m., in immediately available funds. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this SECTION 2.04 and may, in reliance upon such assumption, make available to the conditions in §9.1 and §9.2 have been satisfied unless it receives prior written notice from Borrowers a corresponding amount. In the event a Lender that has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent, forthwith on demand such conditions have not been satisfiedcorresponding amount, with interest thereon for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, or (ii) in the case of the Borrowers, the interest rate applicable to Prime Rate Loans. No If such Lender pays such amount to the Administrative Agent, then such amount shall have constitute such Lender’s Revolving Credit Loan included in such Borrowing. Upon receipt of the funds made available by the Lenders to fund any obligation borrowing hereunder, the Administrative Agent shall disburse such funds in the manner specified in the notice of borrowing delivered by the Lead Borrower and shall use reasonable efforts to make Revolving Credit Loans the funds so received from the Lenders available to the Borrowers no later than 5:00 p.m. To the extent not paid by the Borrowers when due (after taking into consideration any applicable grace period), the Administrative Agent, without the request of the Lead Borrower, may advance any interest, fee payable pursuant to SECTION 2.19 or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. The Administrative Agent shall advise the Lead Borrower in of any such advance or charge promptly after the maximum aggregate making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations 76 DB1/ 98023701.7 under SECTIONSection 2.17(a). Any amount which is added to the principal outstanding balance of more than the principal face amount of its Revolving Credit NoteLoan Account as provided in this SECTIONSection 2.04(c) shall bear interest at the interest rate then and thereafter applicable to Prime Rate Loans.

Making of Revolving Credit Loans. Subject (a) The Agent may assume that each Lender will make its ratable portion of any amount to be borrowed available to the terms and conditions set forth Agent in this Agreement, each of the Lenders severally agrees to lend to the Borroweraccordance with Section 2.02(c), and the Agent may in its discretion, in reliance upon such assumption, make available to the applicable Revolving Loan Borrower may borrow (on such date a corresponding amount. If and repay and reborrow) from time to time between the Closing Date extent such Lender shall not make such ratable portion available to the Agent, such Lender and the Maturity Date upon notice by the applicable Revolving Loan Borrower severally agree to repay to the Agent given in accordance forthwith on demand such corresponding amount, together with §2.1(c)interest thereon for each day from the date such amount is made available to such Revolving Loan Borrower until the date such amount is repaid to the Agent, as to such sums Revolving Loan Borrower, at the rate of interest applicable to Revolving Credit Loans hereunder, and as are requested to such other Lender, at the Federal Funds Effective Rate and until so repaid such amount shall be deemed to constitute a Revolving Credit Loan by the Agent to such Revolving Loan Borrower for the purposes set forth in §7.19 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal hereunder entitled to the lesser of (i) the sum of such Lender’s Commitment and (ii) such Lender’s Percentage benefits of the sum of (A) Collateral and the Unencumbered Pool Availability minus (B) other provisions hereof applicable to the sum of the amount of all outstanding Revolving Credit Loans. If such Lender shall repay to the Agent such corresponding amount, Swing Loans and Letter of Credit Liabilities and the Unsecured Debt; provided, that, in all events no Default or Event of Default amount so repaid shall have occurred and be continuing; and provided, further, that the outstanding principal amount constitute such Lender's ratable portion of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans and Letter made on such borrowing date for purposes of Credit Liabilities shall not at any time exceed the Total Commitment, and the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans, Letter of Credit Liabilities and the Unsecured Debt shall not at any time cause a violation of the covenants set forth in §8.1(a). The Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §9.1 and §9.2 have been satisfied on the date of such request. The Agent may assume that the conditions in §9.1 and §9.2 have been satisfied unless it receives prior written notice from a Lender that such conditions have not been satisfiedthis Agreement. No Lender shall have be responsible for the failure of any obligation other Lender to make its ratable portion of such Revolving Credit Loans to available on the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Noteborrowing date.

Making of Revolving Credit Loans. On any Business Day when the Borrower desires that the Bank make a Revolving Credit Loan other than pursuant to a Cash Management Agreement, if any, the Borrower shall provide to the Bank, at its Office, irrevocable notice of the requested Revolving Credit Loan. Each notice (a “Notice of Borrowing”) required pursuant to this Section may be given in writing or by telephonic request and shall be given no later than 2:00 p.m., prevailing Pittsburgh time, on the day such Loan is to be made, and if in writing, shall be signed by a Responsible Officer or other officer or employee of the Borrower which has been designated by a Responsible Officer as having the authority to deliver a Notice of Borrowing, and, in any event, shall include: (i) the date (which shall be a Business Day) on which the Revolving Credit Loan is to be made; (ii) the principal amount of the Revolving Credit Loan; and (iii), if then due, the Borrowing Base Certificate required pursuant to Section 5.01(f) of this Agreement. Each Notice of Borrowing shall be irrevocable and shall be sent to the Bank by (1) facsimile (which shall be effective when received), or by (2) telephone (which shall be effective when telephoned), or by (3) hand delivery, first class or first class express mail (which shall be effective when received), in all cases with charges prepaid. Subject to the terms and conditions set forth in of this Agreement, each upon the Bank’s review, approval and processing of the Lenders severally agrees to lend to the Borrower, required Notice of Borrowing and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.1(c), such sums as are any other information requested by the Borrower for Bank, the purposes set forth in §7.19 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal Bank shall make the proceeds of the Revolving Credit Loan available to the lesser Borrower at the Bank’s Office on the date specified in the Notice of (i) Borrowing, in funds immediately available at the sum of Office. Notwithstanding the foregoing, any Revolving Credit Loan made by the Bank in good faith reliance upon a telephonic request shall be a Revolving Credit Loan under this Agreement upon disbursement, provided that the Bank shall have the right to request that the Borrower confirm any telephonic request for a Revolving Credit Loan in writing. The Borrower and the Bank may enter into a Cash Management Agreement. If the Borrower and the Bank enter into a Cash Management Agreement, such Lender’s Commitment and (ii) such Lender’s Percentage Cash Management Agreement may provide that all cash receipts of the sum of (A) the Unencumbered Pool Availability minus (B) the sum Borrower are to be deposited into a single deposit account and are to be applied to checks and other amounts presented for payment against certain of the amount Borrower’s checking and disbursement accounts maintained with the Bank and, to the extent of all outstanding Revolving Credit Loansany excess funds, Swing Loans and Letter of Credit Liabilities and the Unsecured Debt; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount balance of the Revolving Credit Loans (after giving effect on a daily basis, as more particularly described in any such Cash Management Agreement. In addition, a Cash Management Agreement may provide that to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment, and the outstanding principal amount extent that cash receipts in such accounts of the Revolving Credit Loans (after giving effect to all Borrower with the Bank are less than amounts requested), Swing Loans, Letter of Credit Liabilities and the Unsecured Debt shall not at any time cause a violation presented for payment against such accounts of the covenants set forth in §8.1(a). The Borrower with the Bank, Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Commitment Percentageto fund any such shortfall on a daily basis. Each request for The Borrower and the Bank agree that any loans, advances and fundings made by the Bank under a Cash Management Agreement, if any, shall be Revolving Credit Loan hereunder Loans under this Section 2.01 and that fundings, notices of advances, payments and prepayments of Revolving Credit Loans made pursuant to the Cash Management Agreement shall constitute be controlled by such Cash Management Agreement. In addition, notwithstanding anything to the contrary contained herein or in any Cash Management Agreement, Revolving Credit Loans made pursuant to a representation and warranty by Cash Management Agreement shall bear interest at the Borrower that all of the conditions required of the Borrower Rates applicable to Revolving Credit Loans set forth in §9.1 and §9.2 have been satisfied on Section 2.04 of this Agreement. Nothing contained herein or in any Cash Management Agreement shall permit the date of such request. The Agent may assume that Borrower to request or obligate the conditions in §9.1 and §9.2 have been satisfied unless it receives prior written notice from a Lender that such conditions have not been satisfied. No Lender shall have any obligation Bank to make any Revolving Credit Loans to in an amount in excess of the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its then available Revolving Credit NoteCommitment.