Common use of The Revolving Loans Clause in Contracts

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans denominated in Dollars (each, a “Dollar Revolving Loan”) or Euros (each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the “Revolving Loans”) to either Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any week exceed 103% of the Total Commitments. (c) Each Borrowing shall be in an aggregate amount of not less than the Dollar Equivalent of $1 million and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in Euros, the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the then remaining Unused Commitments of the Lenders participating in such Borrowing, as applicable). (d) Each Borrowing shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above and subject to Section 2.13, each Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.08 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement. SECTION 2.02.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of the Borrower set forthforth herein, each Bank hereby severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make Revolving Loans denominated in Dollars (each, a “Dollar Revolving Loan”) or Euros (each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, to the “Revolving Loans”) to either Borrower from time to time on any Business Day during the period from the Effective Closing Date until through but excluding the Termination Date in an amount not exceeding its Pro Rata Share of the difference between the (i) aggregate Revolving Loan Commitments (as defined below) then in effect and (ii) the sum of (a) the aggregate principal amount of Swing Line Loans then outstanding (excluding Swing Line Loans to be repaid with the proceeds of such Lender Revolving Loans) and (b) the Letter of Credit Usage for the purposes identified in an Section 2.08. Each Bank's commitment to maintain and make Revolving Loans to the Borrower pursuant to this Section 2.01(a) is hereby called its "REVOLVING LOAN COMMITMENT" and such commitments of all the Banks in the aggregate are herein called the "REVOLVING LOAN COMMITMENTS." The initial amount as of each Bank's Revolving Loan Commitment is set forth in SCHEDULE 1.01(A) and the aggregate initial amount of all Revolving Loan Commitments is $125,000,000. The amount of the Revolving Loan Commitments shall be reduced by the amount of all reductions thereof made pursuant to all Borrowers not to exceed Sections 4.01, 4.02, 4.03 or 9 through the date of determination. In no event shall the aggregate principal amount of the Revolving Loans from any Bank outstanding at any time outstanding exceed the amount of such Lender’s Commitmentits Revolving Loan Commitment then in effect. (b) Anything in this Agreement Each Bank's Revolving Loan Commitment shall expire on the Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the contrary notwithstandingRevolving Loans, the Total Outstandings Revolving Loan Commitments, or otherwise (including, without limitation, any cash deposit required under Section 2.10(a) with respect to any Letter of Credit having an expiration date subsequent to the Termination Date) shall (1be paid in full no later than that date. Notwithstanding the foregoing provisions of this Section 2.01(a) not on and the date provisions of any extension Section 2.01(b), the extensions of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Revolving Loan Commitments or (2) not on the last Business Day of any week exceed 103% of the Total Commitments. (c) Each Borrowing shall be in an aggregate amount of not less than subject to the Dollar Equivalent of $1 million and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, following limitations in the case of Eurocurrency Rate Loans denominated in Euros, amounts and during the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the then remaining Unused Commitments of the Lenders participating in such Borrowing, as applicable). (d) Each Borrowing shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above and subject to Section 2.13, each Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.08 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement. SECTION 2.02.periods indicated:

The Revolving Loans. (a) Each From and including the Closing Date and prior to the Commitment Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans denominated in Dollars to the Borrowers (each, who shall borrow on a “Dollar Revolving Loan”joint and several basis) or Euros (each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the “Revolving Loans”) to either Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers amount, together with such Lender's L/C Interest, not to exceed at any one time outstanding the amount of such Lender’s 's Commitment; PROVIDED, HOWEVER, that the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (b) including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Total Outstandings shall (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any week exceed 103% of the Total Commitments. (c) Each Borrowing shall be in an aggregate principal amount of not less than the Dollar Equivalent of $1 million and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in Euros, the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the then remaining Unused Commitments of the Lenders participating in such Borrowing, as applicable). (d) Each Borrowing shall consist of Revolving Loans outstanding on any date of determination shall not exceed by more than $20,000,000 the same Type highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the same Currency made on amounts and at the same day by the Lenders ratably according times as may be necessary to their respective Commitments. (e) Within the limits set forth above and subject to Section 2.13, each Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.08 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance comply with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement. SECTION 2.02immediately preceding sentence.

The Revolving Loans. (a) Each Lender severally agrees, on ------------------- the terms and conditions hereinafter set forth, to make Revolving Loans denominated in Dollars (each, a “Dollar Revolving Loan”) or Euros (each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, to the “Revolving Loans”) to either Borrower from time to time on any Business Day during the period from the Effective Closing Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s 's Commitment. ; provided that the aggregate amount of the Commitments of the Lenders shall be -------- deemed used from time to time to the extent of (i) the aggregate amount of Competitive Bid Loans then outstanding, (ii) the aggregate amount of Swing Loans then outstanding and (iii) the aggregate Available Amount of Letters of Credit and the aggregate amount of Letter of Credit Loans then outstanding, and such deemed uses of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments as in effect from time to time (such deemed uses of the aggregate amount of the Commitments with respect to (a) Competitive Bid Loans being a "Competitive Bid Loan Reduction", ------------------------------ (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any week exceed 103% of the Total Commitments. Swing Loans being a "Swing Loan Reduction" and (c) the aggregate Available -------------------- Amount of Letters of Credit and Letter of Credit Loans being a "Letter of Credit ---------------- Reduction"). Each Revolving Loan Borrowing shall be in an aggregate amount of not --------- less than the Dollar Equivalent $10,000,000 or an integral multiple of $1 million and integral multiples of the Dollar Equivalent of $500,000 1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in Euros, the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Borrower and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Borrower in respect of Credit Agreement ---------------- such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Lenders participating in such Borrowing, as applicable) and (subject to Section 2.09(d). (d) Each Borrowing shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above and subject to Section 2.13of each Lender's Commitment, each the Borrower may from time to time borrow, repay pursuant to Section 2.05 2.07 or prepay pursuant to Section 2.08 2.10 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement. SECTION 2.02.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans denominated in Dollars (each, a “Dollar Revolving Loan”) or Euros (each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the “Revolving Loans”) to either Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such LenderXxxxxx’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any week exceed 103% of the Total Commitments. (c) Each Borrowing shall be in an aggregate amount of not less than the Dollar Equivalent of $1 million and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in Euros, the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the then remaining Unused Commitments of the Lenders participating in such Borrowing, as applicable). (d) Each Borrowing shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above and subject to Section 2.13, each Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.08 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such LenderXxxxxx’s Affiliates have actually performed such LenderXxxxxx’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement. SECTION 2.02.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans (i) denominated in Dollars to the U.S. Borrower (each, a “Dollar Revolving Loan”) and (ii) denominated in Dollars or Euros to the Euro Borrowers (each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the “Revolving Loans”) to either Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than the Dollar Equivalent of $1 million 1,000,000 and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in Euros, the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the then remaining Unused Commitments of the Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above and subject to Section 2.132.16, each Borrower may from time to time borrow, repay pursuant to Section 2.05 2.07 or prepay pursuant to Section 2.08 2.10 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Euro Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement. SECTION 2.02.to

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement, and in reliance upon the representations and warranties of the Borrowers set forthforth herein and in the other Loan Documents, each Lender hereby severally agrees to lend to the Company or to the German Borrower, as the case may be, at any time and from time to time, during the period from and including the Closing Date to but excluding the date that is one day before the Final Maturity Date, its Pro Rata Share of the Total Revolving Loan Commitment, by making loans to the Company or to the German Borrower, as the case may be (each, a "Loan" or "Revolving Loan"), to be used for the purposes identified in Section 2.12. Each Lender's commitment to make Revolving Loans denominated to the Borrowers pursuant to this Section 2.1 is herein called its "Revolving Loan Commitment" and such commitments of all Lenders in Dollars (each, a “Dollar the aggregate are herein called the "Total Revolving Loan”) or Euros (Loan Commitment." The initial amount of each a “Euro Lender's Revolving Loan”, Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and collectively with any Dollar the initial amount of the Total Revolving Loans, Loan Commitment is $375,000,000. The amount of the “Total Revolving Loans”) to either Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding Loan Commitment shall be reduced by the amount of such Lender’s Commitment. (b) Anything in this Agreement all reductions thereof made pursuant to the contrary notwithstanding, the Total Outstandings shall (1) not on Section 3.1 through the date of determination. At any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed time the Total Commitments or (2) not on the last Business Day of any week exceed 103% of the Total Commitments. (c) Each Borrowing shall be in an aggregate amount of not less than the Dollar Equivalent of $1 million and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in Euros, the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the then remaining Unused Commitments of the Lenders participating in such Borrowing, as applicable). (d) Each Borrowing shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above and subject to Section 2.13, each Borrower may from time to time borrow, repay Loan Commitment is reduced pursuant to Section 2.05 or prepay pursuant to Section 2.08 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement, each Lender's Revolving Loan Commitment shall be reduced by an amount equal to its Pro Rata Share of such reduction. Each reference Lender's Revolving Loan Commitment shall expire on the Final Maturity Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans shall be paid in full no later than that date. No Revolving Loans may be borrowed by the Company or the German Borrower, as the case may be, if the sum of (i) the aggregate principal amount of Revolving Loans then outstanding, after giving effect to the making of all Revolving Loans then requested by all outstanding but unfunded Notices of Borrowing, plus (ii) the then outstanding Letters of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding Requests for Issuance, would exceed the Total Revolving Loan Commitment then in effect. In no event shall the sum of (i) the aggregate principal amount of the Revolving Loans from any Lender outstanding at any time plus (ii) such Lender's Pro Rata Share of the then outstanding Letters of Credit Usage exceed such Lender's Revolving Loan Commitment then in effect. Subject to Sections 2.10 and 11.16, all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares, it being understood that no Lender shall be deemed responsible for any default by any other Lender in that other Lender's obligation to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Loans hereunder nor shall the Revolving Loan Commitment of any Lender shall be relieved increased or decreased as a result of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such default by any other Lender in connection with such that other Lender’s rights and obligations under this Agreement. SECTION 2.02's obligation to make Revolving Loans hereunder.