Common use of Facility Commitments Clause in Contracts

Facility Commitments. (i) On the Funding Date requested by any Borrower (the " Requesting Borrower "), after such Borrower shall have satisfied all applicable conditions precedent set forth in Section 3, each Lender shall advance immediately available funds to Agent (each such advance being an " Advance ") evidencing such Lender’s Pro Rata Share of a loan (" Loan "). Agent shall immediately advance such immediately available funds to such Borrower at the Designated Deposit Account (or such other deposit account at Comerica Bank or such other financial institution as to which such Borrower and Agent shall agree at least three (3) Business Days prior to the requested Funding Date) on the Funding Date with respect to such Loan. The Requesting Borrower shall pay interest accrued on the Loan at the rates and in the manner set forth in Section 2.1.1(b). Subject to the terms and conditions of this Agreement, the unpaid principal amount of each Loan and all unpaid interest accrued thereon, together with all other fees, expenses, costs and other sums chargeable to the Requesting Borrower incurred in connection therewith shall be due and payable no later than the Maturity Date of such Loan. Each Loan advanced hereunder by each Lender shall be evidenced by the Requesting Borrower’s revolving promissory note in favor of such Lender substantially in the form of Exhibit A (each a " Note "). (ii) The obligation of Lenders to make any Loan from time to time hereunder shall be limited to the then applicable Maximum Availability. For the purpose of determining the amount of the Borrowing Base available at any one time, the amount available shall be the total amount of the Borrowing Base as set forth in the Borrowing Base Certificate delivered to Agent pursuant to Section 3.2.1 with respect to such requested Loan and reviewed and approved by Agent. Nothing contained in this Agreement shall under any circumstance be deemed to require any Lender to make any Advance under the Facility which, in the aggregate principal amount, taking into account such Lender’s portion of the aggregate principal amounts outstanding under this Agreement and the making of such Advance, exceeds the lesser of (A) such Lender’s Commitment for the Facility and (B) such Lender’s Pro Rata Share of the Requesting Borrower’s Borrowing Base. (iii) If at any time and for any reason the aggregate principal amount of the Loan(s) then outstanding to any Borrower shall exceed the Maximum Availability for such Borrower (the amount of such excess, if any, being an " Overadvance "), such Borrower shall immediately repay the full amount of such Overadvance, together with all interest accrued thereon. (iv) Amounts borrowed by Borrowers under this Facility may be repaid and, prior to the Commitment Termination Date and subject to the applicable terms and conditions precedent to borrowings hereunder, reborrowed; provided, however, that no Loan shall have a Maturity Date which is later than the Commitment Termination Date and no LIBOR Loan shall have an Interest Period ending after the Maturity Date or the Commitment Termination Date. (v) Each request for a Loan hereunder shall constitute a reaffirmation by the Requesting Borrower and the Responsible Officer requesting the same that the representations and warranties contained in this Agreement are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date.

Facility Commitments. (i) On the Funding Date requested by any Borrower (the " “Requesting Borrower "Borrower”), after such Borrower shall have satisfied all applicable conditions precedent set forth in Section 3, each Lender shall advance immediately available funds to Agent (each such advance being an " Advance ") evidencing such Lender’s Pro Rata Share of a loan the requested Advance to such Borrower (" Loan "“Loan”). Agent shall immediately advance such immediately available funds to such Borrower at the Designated Deposit Account (or such other deposit account at Comerica Bank or such other financial institution as to which such Borrower and Agent shall agree at least three (3) Business Days prior to the requested Funding Date) on the Funding Date with respect to such Loan. The Requesting Borrower shall pay interest accrued on the Loan at the rates and in the manner set forth in Section 2.1.1(b). Subject to the terms and conditions of this Agreement, the unpaid principal amount of each Loan and all unpaid interest accrued thereon, together with all other fees, expenses, costs and other sums chargeable to the Requesting Borrower incurred in connection therewith shall be due and payable no later than the Maturity Date of such Loan. Each Loan advanced hereunder by each Lender shall be evidenced by the Requesting Borrower’s revolving promissory note in favor of such Lender substantially in the form of Exhibit A (each a " Note "“Note”). (ii) The obligation of Lenders to make any Loan to a Borrower (other than Rail) from time to time hereunder shall be limited to the then applicable Maximum Availability, and the obligation of Lenders to make any Loan to Rail from time to time hereunder shall be limited to the then applicable Rail Maximum Availability. For the purpose of determining the amount of the Borrowing Base available at any one time, the amount available shall be the total amount of the Borrowing Base as set forth in the Borrowing Base Certificate delivered to Agent pursuant to Section 3.2.1 with respect to such requested Loan and reviewed and approved by Agent. Nothing contained in this Agreement shall under any circumstance be deemed to require any Lender to make any Advance under the Facility which, in the aggregate principal amount, taking into account such Lender’s portion of the aggregate principal amounts outstanding under this Agreement and the making of such Advance, exceeds the lesser of (A) such Lender’s Commitment for the Facility and (B) such Lender’s Pro Rata Share of the Requesting Borrower’s Borrowing Base. Nothing contained in this Agreement shall under any circumstance be deemed to require any Lender to make any Rail Advance under the Rail Sub-facility which, in the aggregate principal amount, taking into account such Lender’s portion of the aggregate principal amounts outstanding under this Agreement and the making of such Rail Advance, exceeds the lesser of (A) such Lender’s Rail Commitment for the Rail Sub-facility and (B) such Lender’s Pro Rata Share of Rail’s Borrowing Base. (iii) If at any time and for any reason the aggregate principal amount of the Loan(s) then outstanding to any Borrower (other than Rail) shall exceed the Maximum Availability for such Borrower (the amount of such excess, if any, being an " Overadvance "“Overadvance”), such Borrower shall immediately repay the full amount of such Overadvance, together with all interest accrued thereon. If at any time and for any reason the aggregate principal amount of the Loan(s) then outstanding to Rail shall exceed the Rail Maximum Availability (the amount of such excess, if any, being a “Rail Overadvance”), Rail shall immediately repay the full amount of such Rail Overadvance, together with all interest accrued thereon. (iv) Amounts borrowed by Borrowers under this Facility may be repaid and, prior to the Commitment Termination Date and subject to the applicable terms and conditions precedent to borrowings hereunder, reborrowed; provided, however, that no Loan shall have a Maturity Date which is later than the Commitment Termination Date and no LIBOR Loan shall have an Interest Period ending after the Maturity Date or the Commitment Termination Date. (v) Each request for a Loan hereunder shall constitute a reaffirmation by the Requesting Borrower and the Responsible Officer requesting the same that the representations and warranties contained in this Agreement are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date.”