Common use of Making the Revolving Advances Clause in Contracts

Making the Revolving Advances. (a) Each Revolving Borrowing shall be made on notice, given not later than (x)10:00 A.M. (New York City time) on the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Base Rate Advances, and not later than (y)11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telephone, telecopier, telex or cable. Each such notice of a Revolving Borrowing (a "Notice of Revolving Borrowing") shall be by telephone, telecopier, telex or cable, confirmed immediately in writing, in substantially the form of ExhibitEB-1 hereto, specifying therein (i) the requested date of such Revolving Borrowing, (ii) the requested Type of Revolving Advances comprising such Revolving Borrowing, (iii) the requested aggregate amount of such Revolving Borrowing and (iv) in the case of a Revolving Borrowing comprised of Eurodollar Rate Advances, the requested Interest Period for each such Revolving Advance. Each Lender shall, before 11:00A.M. (New York City time) on the date of such Revolving Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Revolving Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the aggregate amount of such Revolving Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07. (c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Revolving Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Advance to be made by such Lender as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from a Lender prior to the date of any Revolving Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Revolving Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Revolving Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Advances comprising such Revolving Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement and, if the Borrower shall repay to the Agent such corresponding amount pursuant to this clause (d), such repayment shall not relieve such Lender from its obligations hereunder to the Borrower. (e) The failure of any Lender to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender on the date of any Revolving Borrowing.

Making the Revolving Advances. (a) Each Revolving Borrowing shall be made on notice, given not later than (x)10:00 x) 10:00 A.M. (New York City time) on the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Base Rate Advances, and not later than (y)11:00 y) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurodollar Eurocurrency Rate AdvancesAdvances denominated in Dollars, and (z) 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurocurrency Rate Advances denominated in an Alternative Currency, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telephone, telecopier, telex or cable. Each such notice of a Revolving Borrowing (a "Notice of Revolving Borrowing") shall be by telephone, telecopier, telex or cable, confirmed immediately in writing, in substantially the form of ExhibitEB-1 Exhibit B-1 hereto, specifying therein (i) the requested date of such Revolving Borrowing, (ii) the requested Type of Revolving Advances comprising such Revolving Borrowing, (iii) the requested aggregate amount of such Revolving Borrowing and (iv) in the case of a Revolving Borrowing comprised of Eurodollar Eurocurrency Rate Advances, the requested Interest Period for each such Revolving AdvanceAdvance and the currency of such Revolving Borrowing. In the case of a Revolving Borrowing comprised of Eurocurrency Rate Advances in an Alternative Currency (other than the lawful money of Great Britain, the lawful money of the Netherlands and the lawful money of Japan), the obligation of each Lender to make its Eurocurrency Rate Advance in the requested Alternative Currency as part of such Revolving Borrowing is subject to the confirmation by such Lender to the Agent not later than the fourth Business Day before the requested date of such Revolving Borrowing that such Lender agrees to make its Eurocurrency Rate Advance in the requested Alternative Currency, which confirmation shall be notified immediately by the Agent to the Borrower. If any Lender shall not have so provided to the Agent such confirmation, the Agent shall promptly notify the Borrower and each Lender that a Lender has not provided such confirmation, whereupon the Borrower may, by notice to the Agent not later than the third Business Day before the requested date of such Revolving Borrowing, withdraw the Notice of Revolving Borrowing relating to such requested Borrowing. If the Borrower does so withdraw such Notice of Revolving Borrowing, the Revolving Borrowing requested in such Notice of Revolving Borrowing shall not occur and the Agent shall promptly so notify each Lender. If the Borrower does not so withdraw such Notice of Revolving Borrowing, the Agent shall promptly so notify each Lender and such Notice of Revolving Borrowing shall be deemed to be a Notice of Revolving Borrowing which requests a Revolving Borrowing comprised of Eurocurrency Rate Advances in an aggregate amount in Dollars equivalent, on the date the Agent so notifies each Lender, to the amount of the originally requested Revolving Borrowing in such an Alternative Currency; and in such notice by the Agent to each Lender the Agent shall state such aggregate equivalent amount of such Revolving Borrowing in Dollars and such Lender's ratable portion of such Borrowing. Each Lender shall, before 11:00A.M. 11:00 A.M. (New York City time) on the date of such Revolving Borrowing, make available for the account of its Applicable Lending Office to the Agent (i) in the case of a Revolving Borrowing in Dollars, at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Revolving BorrowingBorrowing in Dollars, and (ii) in the case of a Revolving Borrowing in an Alternative Currency, at such account maintained at the Payment Office for such Alternative Currency as shall have been notified by the Agent to the Lenders prior thereto, in same day funds, such Lender's ratable portion of such Revolving Borrowing in such Alternative Currency. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's aforesaid addressaddress or at the applicable Payment Office. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Eurocurrency Rate Advances for any Revolving Borrowing if the aggregate amount of such Revolving Borrowing is less than $5,000,000 (or its equivalent in any Alternative Currency) or if the obligation of the Lenders to make Eurodollar Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.07. (c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Revolving Borrowing specifies is to be comprised of Eurodollar Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Advance to be made by such Lender as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from a Lender prior to the date of any Revolving Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Revolving Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Revolving Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Advances comprising such Revolving Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement and, if the Borrower shall repay to the Agent such corresponding amount pursuant to this clause (d), such repayment shall not relieve such Lender from its obligations hereunder to the Borrower. (e) The failure of any Lender to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender on the date of any Revolving Borrowing.

Making the Revolving Advances. (a) Each Revolving Borrowing shall be made on notice, given not later than (x)10:00 A.M. (New York City time) on the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Base Rate Advances, and not later than (y)11:00 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Borrowing in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, or on the same Business Day as the date of the proposed Revolving Borrowing in the case of a Revolving Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Revolving Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex, complying in all material respects with the form of Exhibit B hereto, specifying therein the requested (i) date of such Revolving Borrowing, (ii) Type of Revolving Advances comprising such Revolving Borrowing, (iii) aggregate amount of such Revolving Borrowing, (iv) in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Revolving Advance and (v) whether any of such Revolving Borrowing shall be used by the Borrower to repay commercial paper. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telephone, telecopier, telex or cable. Each such notice of a Revolving Borrowing before 3:00 P.M. (a "Notice of Revolving Borrowing") shall be by telephone, telecopier, telex or cable, confirmed immediately in writing, in substantially the form of ExhibitEB-1 hereto, specifying therein (i) the requested date of such Revolving Borrowing, (ii) the requested Type of Revolving Advances comprising such Revolving Borrowing, (iii) the requested aggregate amount of such Revolving Borrowing and (ivNew York City time) in the case of a Revolving Borrowing comprised consisting of Eurodollar Base Rate Advances, the requested Interest Period for each such Revolving Advance. Each Lender shall, before 11:00A.M. (New York City time) on the date of such Revolving Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Revolving Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid addressaddress referred to in Section 8.02 no later than 12:00 P.M. (New York City time) on such date, in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, or 4:00 P.M. (New York City time) on such date, in the case of a Revolving Borrowing consisting of Base Rate Advances. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the aggregate amount of such Revolving Borrowing is less than $5,000,000 10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.072.10 or 2.14 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than twelve separate Revolving Borrowings. (c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which that the related Notice of Revolving Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits)loss, cost or expense CERC 5-Year Revolving Credit Agreement incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Advance to be made by such Lender as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Revolving Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Advances comprising such Revolving Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement and, if the Borrower shall repay to the Agent such corresponding amount pursuant to this clause (d), such repayment shall not relieve such Lender from its obligations hereunder to the BorrowerAgreement. (e) The failure of any Lender to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender on the date of any Revolving Borrowing.

Making the Revolving Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Revolving Advances to the Borrower once per calendar month by the delivery to the Administrative Agent, each Funding Agent and each Conduit Lender, not later than 12:00 P.M. (New York City time) on a date that is at least five (5) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”). Such Notice of Borrowing shall be accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower unless the proposed Borrowing Date is more than five (5) Business Days after the date of such Notice of Borrowing, in which case Borrower shall deliver such Borrowing Base Certificate on the date that is five (5) Business Days prior to the proposed Borrowing Date. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the Funding Agents or the Conduit Lenders after the time specified in the immediately preceding sentence shall be deemed to have been received on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than five (5) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of a Revolving Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Revolving Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, and no later than thirty (30) days, after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Revolving Advances requested by the Borrower for any Borrowing Date shall not be less than the lower of (x) $2,500,000 and any multiple of $100,000 in excess thereof and (y) the remaining amount necessary in order for the Borrower to borrow the maximum aggregate amount of Revolving Advances then permitted under Section 3.2(A)(ix). (B) The Notice of Borrowing shall specify (i) the aggregate amount of Revolving Advances requested together with the allocated amount of Revolving Advances to be made by each Lender Group based on its Lender Group Percentage and (ii) the proposed Borrowing Date. (C) With respect to the Revolving Advances to be made on noticeany Borrowing Date, given not each Lender shall make the amount of its Revolving Advance available to the Administrative Agent by wire transfer of such funds to the account specified in the related Notice of Borrowing no later than (x)10:00 A.M. 12:00 P.M. (New York City time) on the date Borrowing Date. The Administrative Agent shall receive and hold such Revolving Advances in escrow for the benefit of the proposed Revolving Borrowing, in Lenders. Upon a determination by the case of a Revolving Borrowing consisting of Base Rate Advances, and not later than (y)11:00 A.M. (New York City time) on the third Business Day prior Administrative Agent that all conditions precedent to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telephone, telecopier, telex or cable. Each such notice of a Revolving Borrowing (a "Notice of Revolving Borrowing") shall be by telephone, telecopier, telex or cable, confirmed immediately in writing, in substantially the form of ExhibitEB-1 hereto, specifying therein (i) the requested date of such Revolving Borrowing, (ii) the requested Type of Revolving Advances comprising such Revolving Borrowing, (iii) the requested aggregate amount of such Revolving to be made on any Borrowing and (iv) in the case of a Revolving Borrowing comprised of Eurodollar Rate Advances, the requested Interest Period for each such Revolving Advance. Each Lender shall, before 11:00A.M. (New York City time) on the date of such Revolving Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Revolving Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions Date set forth in Article IIIIII have been satisfied or otherwise waived, the Administrative Agent will make shall distribute the Revolving Advances to be made on any such funds available to any Borrowing Date in accordance with the Borrower at the Agent's aforesaid addressBorrower’s written instructions. (bD) Anything in subsection (a) above Notwithstanding any provision to the contrary notwithstandingherein or in any other Transaction Document, with respect to the Revolving Advances to be made on any Borrowing Date, the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if Administrative Agent is obligated only to perform the aggregate amount of such Revolving Borrowing is less than $5,000,000 duties specifically set forth in Section 2.4(C) or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07. (c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which otherwise in the related Notice of Revolving Borrowing specifies is Borrowing, which shall be deemed purely ministerial in nature. Under no circumstance will the Administrative Agent be deemed to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against a fiduciary to any loss, cost or expense incurred by such Lender as a result of any failure Person with respect to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Advance Advances to be made by such Lender as part on any Borrowing Date or the Administrative Agent’s duties under Section 2.4(C) or the related Notice of Borrowing. With respect to the Revolving Advances to be made on any Borrowing Date, the Administrative Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than Section 2.4(C) and the related Notice of Borrowing, whether or not an original or a copy of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date. (d) Unless agreement has been provided to the Administrative Agent; and the Administrative Agent shall have received notice from a Lender prior no duty to know or inquire as to the date performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to the Revolving Advances to be made on any Borrowing that such Lender Date, the Administrative Agent will not be responsible to determine or to make available inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(C) and the related Notice of Borrowing set forth all matters pertinent to the escrow of the Revolving Advances to be made on any Borrowing Date contemplated hereunder, and no additional obligations of the Administrative Agent such Lender's ratable portion of such Revolving Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Revolving Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender respect thereto shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day be inferred or implied from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Advances comprising such Revolving Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Advance as part of such Revolving Borrowing for purposes terms of this Agreement and, if the Borrower shall repay to the Agent such corresponding amount pursuant to this clause (d), such repayment shall not relieve such Lender from its obligations hereunder to the Borrower. (e) The failure of any Lender to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve or any other Lender of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender on the date of any Revolving Borrowingagreement.

Making the Revolving Advances. (a) Each Revolving Borrowing shall be made on notice, given not later than (x)10:00 A.M. (New York City time) on the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Base Rate Advances, and not later than (y)11:00 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Borrowing in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, or on the same Business Day as the date of the proposed Revolving Borrowing in the case of a Revolving Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Revolving Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Revolving Borrowing, (ii) Type of Revolving Advances comprising such Revolving Borrowing, (iii) aggregate amount of such Revolving Borrowing, (iv) in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Revolving Advance and (v) whether any of such Revolving Borrowing shall be used by the Borrower to repay commercial paper. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telephone, telecopier, telex or cable. Each such notice of a Revolving Borrowing before 3:00 P.M. (a "Notice of Revolving Borrowing") shall be by telephone, telecopier, telex or cable, confirmed immediately in writing, in substantially the form of ExhibitEB-1 hereto, specifying therein (i) the requested date of such Revolving Borrowing, (ii) the requested Type of Revolving Advances comprising such Revolving Borrowing, (iii) the requested aggregate amount of such Revolving Borrowing and (ivNew York City time) in the case of a Revolving Borrowing comprised consisting of Eurodollar Base Rate Advances, the requested Interest Period for each such Revolving Advance. Each Lender shall, before 11:00A.M. (New York City time) on the date of such Revolving Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Revolving Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid addressaddress referred to in Section 8.02 no later than 12:00 P.M. (New York City time) on such date, in the case of a Revolving Borrowing consisting of Eurodollar Rate Advances, or 4:00 P.M. (New York City time) on such date, in the case of a Revolving Borrowing consisting of Base Rate Advances. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the aggregate amount of such Revolving Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.072.09 or 2.13 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than twelve separate Revolving Borrowings. (c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which that the related Notice of Revolving Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Advance to be made by such Lender as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date.. CERC 364-Day Revolving Credit Agreement (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Revolving Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Advances comprising such Revolving Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement and, if the Borrower shall repay to the Agent such corresponding amount pursuant to this clause (d), such repayment shall not relieve such Lender from its obligations hereunder to the BorrowerAgreement. (e) The failure of any Lender to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender on the date of any Revolving Borrowing.

Making the Revolving Advances. (a) Each Revolving Borrowing shall be made on notice, given not later than (x)10:00 x) 10:00 A.M. (New York City time) on the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Base Rate Advances, and not later than (y)11:00 y) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurodollar Eurocurrency Rate AdvancesAdvances denominated in Dollars, and (z) 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurocurrency Rate Advances denominated in an Alternative Currency, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telephone, telecopier, telex or cable. Each such notice of a Revolving Borrowing (a "Notice of Revolving Borrowing") shall be by telephone, telecopier, telex or cable, confirmed immediately in writing, in substantially the form of ExhibitEB-1 Exhibit B-1 hereto, specifying therein (i) the requested date of such Revolving Borrowing, (ii) the requested Type of Revolving Advances comprising such Revolving Borrowing, (iii) the requested aggregate amount of such Revolving Borrowing and Borrowing, (iv) in the case of a Revolving Borrowing comprised of Eurodollar Eurocurrency Rate Advances, the requested Interest Period for each such Revolving AdvanceAdvance and the currency of such Revolving Borrowing and (v) whether such Revolving Borrowing is a Redemption Borrowing. In the case of a Revolving Borrowing comprised of Eurocurrency Rate Advances in an Alternative Currency (other than the lawful money of Great Britain, the lawful money of the Netherlands and the lawful money of Japan), the obligation of each Lender to make its Eurocurrency Rate Advance in the requested Alternative Currency as part of such Revolving Borrowing is subject to the confirmation by such Lender to the Agent not later than the fourth Business Day before the requested date of such Revolving Borrowing that such Lender agrees to make its Eurocurrency Rate Advance in the requested Alternative Currency, which confirmation shall be notified immediately by the Agent to the Borrower. If any Lender shall not have so provided to the Agent such confirmation, the Agent shall promptly notify the Borrower and each Lender that a Lender has not provided such confirmation, whereupon the Borrower may, by notice to the Agent not later than the third Business Day before the requested date of such Revolving Borrowing, withdraw the Notice of Revolving Borrowing relating to such requested Borrowing. If the Borrower does so withdraw such Notice of Revolving Borrowing, the Revolving Borrowing requested in such Notice of Revolving Borrowing shall not occur and the Agent shall promptly so notify each Lender. If the Borrower does not so withdraw such Notice of Revolving Borrowing, the Agent shall promptly so notify each Lender and such Notice of Revolving Borrowing shall be deemed to be a Notice of Revolving Borrowing which requests a Revolving Borrowing comprised of Eurocurrency Rate Advances in an aggregate amount in Dollars equivalent, on the date the Agent so notifies each Lender, to the amount of the originally requested Revolving Borrowing in such an Alternative Currency; and in such notice by the Agent to each Lender the Agent shall state such aggregate equivalent amount of such Revolving Borrowing in Dollars and such Lender's ratable portion of such Borrowing. Each Lender shall, before 11:00A.M. 11:00 A.M. (New York City time) on the date of such Revolving Borrowing, make available for the account of its Applicable Lending Office to the Agent (i) in the case of a Revolving Borrowing in Dollars, at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Revolving BorrowingBorrowing in Dollars, and (ii) in the case of a Revolving Borrowing in an Alternative Currency, at such account maintained at the Payment Office for such Alternative Currency as shall have been notified by the Agent to the Lenders prior thereto, in same day funds, such Lender's ratable portion of such Revolving Borrowing in such Alternative Currency. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's aforesaid addressaddress or at the applicable Payment Office. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Eurocurrency Rate Advances for any Revolving Borrowing if the aggregate amount of such Revolving Borrowing is less than $5,000,000 (or its equivalent in any Alternative Currency) or if the obligation of the Lenders to make Eurodollar Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.07. (c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Revolving Borrowing specifies is to be comprised of Eurodollar Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Advance to be made by such Lender as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from a Lender prior to the date of any Revolving Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Revolving Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Revolving Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Advances comprising such Revolving Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement and, if the Borrower shall repay to the Agent such corresponding amount pursuant to this clause (d), such repayment shall not relieve such Lender from its obligations hereunder to the Borrower. (e) The failure of any Lender to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender on the date of any Revolving Borrowing.

Making the Revolving Advances. (a) Each Revolving ----------------------------- Borrowing shall be made on notice, given not later than (x)10:00 x) 10:00 A.M. (New York City time) on the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Base Rate Advances, and not later than (y)11:00 y) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurodollar Eurocurrency Rate AdvancesAdvances denominated in Dollars, and (z) 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Revolving Borrowing, in the case of a Revolving Borrowing consisting of Eurocurrency Rate Advances denominated in an Alternative Currency, in each case by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, telecopier, telex or cable. Each such notice of a Revolving Borrowing (a "Notice of Revolving Borrowing") shall be by ----------------------------- telephone, telecopier, telex or cable, confirmed immediately in writing, in substantially the form of ExhibitEB-1 Exhibit B-1 hereto, specifying therein (i) the requested date of such Revolving Borrowing, (ii) the requested Type of Revolving Advances comprising such Revolving Borrowing, (iii) the requested aggregate amount of such Revolving Borrowing and (iv) in the case of a Revolving Borrowing comprised of Eurodollar Eurocurrency Rate Advances, the requested Interest Period for each such Revolving AdvanceAdvance and the currency of such Revolving Borrowing. In the case of a Revolving Borrowing comprised of Eurocurrency Rate Advances in an Alternative Currency (other than the lawful money of Great Britain, the lawful money of the Netherlands and the lawful money of Japan), the obligation of each Lender to make its Eurocurrency Rate Advance in the requested Alternative Currency as part of such Revolving Borrowing is subject to the confirmation by such Lender to the Administrative Agent not later than the fourth Business Day before the requested date of such Revolving Borrowing that such Lender agrees to make its Eurocurrency Rate Advance in the requested Alternative Currency, which confirmation shall be notified immediately by the Administrative Agent to the Borrower. If any Lender shall not have so provided to the Administrative Agent such confirmation, the Administrative Agent shall promptly notify the Borrower and each Lender that a Lender has not provided such confirmation, whereupon the Borrower may, by notice to the Administrative Agent not later than the third Business Day before the requested date of such Revolving Borrowing, withdraw the Notice of Revolving Borrowing relating to such requested Borrowing. If the Borrower does so withdraw such Notice of Revolving Borrowing, the Revolving Borrowing requested in such Notice of Revolving Borrowing shall not occur and the Administrative Agent shall promptly so notify each Lender. If the Borrower does not so withdraw such Notice of Revolving Borrowing, the Administrative Agent shall promptly so notify each Lender and such Notice of Revolving Borrowing shall be deemed to be a Notice of Revolving Borrowing which requests a Revolving Borrowing comprised of Eurocurrency Rate Advances in an aggregate amount in Dollars equivalent, on the date the Administrative Agent so notifies each Lender, to the amount of the originally requested Revolving Borrowing in such an Alternative Currency; and in such notice by the Administrative Agent to each Lender the Administrative Agent shall state such aggregate equivalent amount of such Revolving Borrowing in Dollars and such Lender's ratable portion of such Borrowing. (a) Each Lender shall, before 11:00A.M. 11:00 A.M. (New York City time) on the date of such Revolving Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent (i) in the case of a Revolving Borrowing in Dollars, at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Revolving BorrowingBorrowing in Dollars, and (ii) in the case of a Revolving Borrowing in an Alternative Currency, at such account maintained at the Payment Office for such Alternative Currency as shall have been notified by the Administrative Agent to the Lenders prior thereto, in same day funds, such Lender's ratable portion of such Revolving Borrowing in such Alternative Currency. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid addressaddress or at the applicable Payment Office. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Eurocurrency Rate Advances for any Revolving Borrowing if the aggregate amount of such Revolving Borrowing is less than $5,000,000 (or its equivalent in any Alternative Currency) or if the obligation of the Lenders to make Eurodollar Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.07. (c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Revolving Borrowing specifies is to be comprised of Eurodollar Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Advance to be made by such Lender as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Revolving Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Advances comprising such Revolving Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement and, if the Borrower shall repay to the Administrative Agent such corresponding amount pursuant to this clause (d), such repayment shall not relieve such Lender from its obligations hereunder to the Borrower. (e) The failure of any Lender to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender on the date of any Revolving Borrowing.