Common use of Procedure for Borrowing Advances Clause in Contracts

Procedure for Borrowing Advances. (a) Borrowing Agent, on behalf of Borrowers, may notify Lender prior to 11:00 a.m. on a Business Day of Borrowers' request to incur, on that day, a Revolving Advance hereunder. Such request shall indicate the amount of the requested Revolving Advance. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or any Lender, or with respect to any other Obligation, become due, same shall to the extent not otherwise paid be deemed a request for a Revolving Advance bearing interest at the rate applicable to Domestic Rate Loans as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or any Lender, and such request shall be irrevocable. (b) On the Closing Date, all Revolving Advances shall be Domestic Rate Loans. On or prior to the third Business Day prior to the end of a month during the Term, commencing with the month of May, 2000, Borrowing Agent, on behalf of Borrowers, may, in writing, designate to Lender in advance the percentage of the Revolving Advances for the immediately succeeding month which shall constitute Domestic Rate Loans and the percentage of the Revolving Advances which shall constitute Eurodollar Rate Loans. If Borrowing Agent fails to timely make such a designation to Lender for any month, the interest rate designations for such month shall continue to be the interest rate designations as in effect for the immediately preceding month. (c) Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default, and during its continuance, all Eurodollar Rate Loans shall automatically be converted to Domestic Rate Loans, and Borrowers shall have no right to request, and Lender shall thereafter have no obligation to make Eurodollar Rate Loans.

Procedure for Borrowing Advances. (a) Borrowing Agent, Agent on behalf of Borrowers, any Borrower may notify Lender Agent prior to 11:00 a.m. 12:30 p.m. on a Business Day of Borrowers' a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Such request shall indicate the amount of the requested , and specifying which Borrower, or Borrowing Group, is to incur such Revolving Advance. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or any LenderLenders, or with respect to any other Obligation, become due, same shall to the extent not otherwise paid be deemed a request for a Revolving Advance bearing interest at on behalf of the rate applicable to Domestic Rate Loans relevant Borrower or Borrowing Group as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or any LenderLenders, and such request shall be irrevocable; provided, however, that unless an Event of Default has occurred which is then continuing, Agent shall provide Borrowing Agent on behalf of any Borrower with thirty (30) days notice of its intention to effectuate payments to third parties for fees and expenses incurred in the administration of the credit facility established under this Agreement, together with a copy of the related invoice, and Borrowing Agent may elect to pay such invoices directly to the applicable third party payee thereof and, if applicable, shall advise Agent of such election, and shall make such payments within such thirty (30) day period. (b) On Notwithstanding the Closing Dateprovisions of (a) above, all in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent at least three (3) Business Days’ prior written notice submitted on or before 10:00 a.m., specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing (i.e. Eurodollar Rate Loan, Domestic Rate Loan and/or Swingline Advance) and the amount on the date of such Advance to be borrowed and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two, three or, except with respect to Term B Loans, six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Each Eurodollar Rate Loan shall be in a minimum amount of (x) $500,000 and in integral multiples of $100,000 with respect to Revolving Advances and (y) $100,000 and in integral multiples of $50,000 with respect to the Term Loans. No Eurodollar Rate Loan shall be Domestic Rate Loans. On or prior made available to the third Business Day prior to the end of a month any Borrower during the Term, commencing with the month continuance of May, 2000, Borrowing Agent, on behalf an Event of Borrowers, may, in writing, designate to Lender in advance the percentage of the Revolving Advances for the immediately succeeding month which shall constitute Domestic Rate Loans and the percentage of the Revolving Advances which shall constitute Eurodollar Rate Loans. If Borrowing Agent fails to timely make such a designation to Lender for any month, the interest rate designations for such month shall continue to be the interest rate designations as in effect for the immediately preceding monthDefault. (c) Notwithstanding anything Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b) (iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not less than three (3) Business Days prior to the contrary contained hereinlast day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, upon the occurrence of an Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(d) hereinbelow. (d) Provided that no Event of DefaultDefault shall have occurred and be continuing, and during its continuanceany Borrower may, all on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loans shall automatically be converted Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and Borrowers if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall have no right not be outstanding more than five (5) Eurodollar Rate Loans, in the aggregate. (e) At its option and upon three (3) Business Days’ prior written notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to requesttime, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower and each other Loan Party shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof. (f) Each Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall thereafter have no be conclusive absent manifest error. (g) Notwithstanding any other provision hereof except Sections 16.3 and 16.4, if, after the date on which the applicable Lender became a Lender hereunder, any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate LoansLoans hereunder, shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.