Common use of Disbursement of Term Loans Clause in Contracts

Disbursement of Term Loans. Not later than 2:00 p.m. (New York time) on the date of the borrowing specified in the applicable Notice of Borrowing, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Initial Term Loan Commitment Percentage of the Initial Term Loans to be made on the Closing Date or such Lender’s Incremental Term Loan Commitment Percentage of the Series of Incremental Term Loans on the date specified in the applicable Incremental Term Loan Addendum, as the case may be. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time; provided, however, that notwithstanding anything to the contrary herein, proceeds of any borrowing requested pursuant to this Section 4.2 shall be applied first to pay or repay, as the case may be, in full the Existing Revolving Credit Loan, all accrued and unpaid interest thereon, any associated breakage costs, and all accrued and unpaid commitment fees and letter of credit commissions owing by the Borrower under the Existing Facility before any other disbursement shall be made in accordance with this sentence. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Term Loan requested pursuant to this Section 4.2 to the extent that any Lender has not made available to the Administrative Agent its Initial Term Loan Commitment Percentage or its Incremental Term Loan Commitment Percentage, as applicable, of such Loan.

Disbursement of Term Loans. Not later than 2:00 p.m. (New York time) on the date of the borrowing specified in the applicable Notice of Borrowing, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Initial Term Loan Commitment Percentage of the Initial Term Loans to be made on the Closing Date or such Lender’s Incremental Term Loan Commitment Percentage of the Series of Incremental Term Loans on the date specified in the applicable Incremental Term Loan Addendum, as the case may be. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time; provided, however, that notwithstanding anything to the contrary herein, proceeds of any borrowing requested pursuant to this Section 4.2 shall be applied first to pay or repay, as the case may be, in full the Existing Revolving Credit Loan, all accrued and unpaid interest thereon, any associated breakage costs, and all accrued and unpaid commitment fees and letter of credit commissions owing by the Borrower under the Existing Facility before any other disbursement shall be made in accordance with this sentence; provided further, however, that if the Borrower makes a Pre-Acquisition Funding Election, the aggregate proceeds of the Initial Term Loans in excess of Forty-One Million One Hundred Thirty-Six Thousand Dollars ($41,136,000) shall be deposited in the Escrow Account. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Term Loan requested pursuant to this Section 4.2 to the extent that any Lender has not made available to the Administrative Agent its Initial Term Loan Commitment Percentage or its Incremental Term Loan Commitment Percentage, as applicable, of such Loan.

Disbursement of Term Loans. Not (a) No later than (i) 2:00 p.m. (New York time), in the case of each Borrowing of Term Loans (or Delayed Draw Term Borrowing) for which a Notice of Borrowing has been timely delivered in accordance with Section 2.03 (other than for Borrowings on the Closing Date), each Term Lender will make available its Pro Rata Share, if any, of the Borrowing requested to be made on such date in the manner provided below, (ii) 5:00 p.m. (New York time), in the case of the making of the Initial Term Loan, if the conditions set forth in Article VI to the effectiveness of this Agreement are met prior to 4:00 p.m. (New York time) on the Closing Date, each Term Lender will make available its Pro Rata Share of the Initial Term Loan in the manner provided below. (b) Each Term Lender shall make available all amounts it is to fund to a Borrower, under any Borrowing of Term Loans (or Delayed Draw Term Borrowing), in immediately available funds to the Administrative Agent, and the Administrative Agent will make available to such Borrower, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified in writing by any Term Lender prior to the date of the borrowing specified in the applicable Notice any Borrowing of Term Loans (or Delayed Draw Term Borrowing, each ) that such Term Lender will does not intend to make available to the Administrative Agent, for the account Agent its portion of the BorrowerBorrowing or Borrowings to be made on such date, at the office of the Administrative Agent in funds immediately may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such Lender’s Initial Term Loan Commitment Percentage of the Initial Term Loans assumption, may (in its sole discretion and without any obligation to be do so) make available to such Borrower a corresponding amount. If such corresponding amount is not in fact made on the Closing Date or such Lender’s Incremental Term Loan Commitment Percentage of the Series of Incremental Term Loans on the date specified in the applicable Incremental Term Loan Addendum, as the case may be. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower such Xxxx Xxxxxx and the Administrative Agent from time to time; provided, however, that notwithstanding anything has made available the same to the contrary hereinBorrower, proceeds of any borrowing requested pursuant to this Section 4.2 the Administrative Agent shall be applied first entitled to recover such corresponding amount from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Administrative Borrower and the Borrowers, jointly and severally, shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Term Lender or repaythe Borrowers, as the case may be, interest on such corresponding amount in full respect of each day from the Existing Revolving Credit Loan, all accrued and unpaid interest thereon, any associated breakage costs, and all accrued and unpaid commitment fees and letter of credit commissions owing date such corresponding amount was made available by the Borrower under Administrative Agent to any Borrower, to the Existing Facility before date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Rate or (ii) if paid by any other disbursement shall be made Borrower, the then-applicable rate of interest, calculated in accordance with this sentenceSection 2.08, applicable to ABR Loans. Subject If such Borrower and such Term Lender shall pay interest to Section 5.7 hereofthe Administrative Agent for the same (or a portion of the same) period, the Administrative Agent shall not promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. (c) Nothing in this Section 2.04 shall be obligated deemed to disburse relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the portion of the proceeds Borrowers may have against any Lender as a result of any Term Loan requested pursuant default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to this Section 4.2 to the extent that any Lender has not made available to the Administrative Agent fulfill its Initial Term Loan Commitment Percentage or its Incremental Term Loan Commitment Percentage, as applicable, of such Loancommitments hereunder).

Disbursement of Term Loans. Not (a) No later than (i) 2:00 p.m. (New York time), in the case of each Borrowing of Term Loans for which a Notice of Borrowing has been timely delivered in accordance with Section 2.03 (other than for Borrowings on the Closing Date), each Term Lender will make available its Pro Rata Share, if any, of the Borrowing requested to be made on such date in the manner provided below, (ii) 5:00 p.m. (New York time), in the case of the making of the Initial Term Loan, if the conditions set forth in Article VI to the effectiveness of this Agreement are met prior to 4:00 p.m. (New York time) on the Closing Date, each Term Lender will make available its Pro Rata Share of the Initial Term Loan in the manner provided below. (b) Each Term Lender shall make available all amounts it is to fund to a Borrower, under any Borrowing of Term Loans, in immediately available funds to the Administrative Agent, and the Administrative Agent will make available to such Borrower, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified in writing by any Term Lender prior to the date of the borrowing specified in the applicable Notice any Borrowing of Borrowing, each Term Loans that such Term Lender will does not intend to make available to the Administrative Agent, for the account Agent its portion of the BorrowerBorrowing or Borrowings to be made on such date, at the office of the Administrative Agent in funds immediately may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such Lender’s Initial Term Loan Commitment Percentage of the Initial Term Loans assumption, may (in its sole discretion and without any obligation to be do so) make available to such Borrower a corresponding amount. If such corresponding amount is not in fact made on the Closing Date or such Lender’s Incremental Term Loan Commitment Percentage of the Series of Incremental Term Loans on the date specified in the applicable Incremental Term Loan Addendum, as the case may be. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower such Xxxx Xxxxxx and the Administrative Agent from time to time; provided, however, that notwithstanding anything has made available the same to the contrary hereinBorrower, proceeds of any borrowing requested pursuant to this Section 4.2 the Administrative Agent shall be applied first entitled to recover such corresponding amount from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Administrative Borrower and the Borrowers, jointly and severally, shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Term Lender or repaythe Borrowers, as the case may be, interest on such corresponding amount in full respect of each day from the Existing Revolving Credit Loan, all accrued and unpaid interest thereon, any associated breakage costs, and all accrued and unpaid commitment fees and letter of credit commissions owing date such corresponding amount was made available by the Borrower under Administrative Agent to any Borrower, to the Existing Facility before date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Rate or (ii) if paid by any other disbursement shall be made Borrower, the then-applicable rate of interest, calculated in accordance with this sentenceSection 2.08, applicable to ABR Loans. Subject If such Borrower and such Term Lender shall pay interest to Section 5.7 hereofthe Administrative Agent for the same (or a portion of the same) period, the Administrative Agent shall not promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. (c) Nothing in this Section 2.04 shall be obligated deemed to disburse relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the portion of the proceeds Borrowers may have against any Lender as a result of any Term Loan requested pursuant default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to this Section 4.2 to the extent that any Lender has not made available to the Administrative Agent fulfill its Initial Term Loan Commitment Percentage or its Incremental Term Loan Commitment Percentage, as applicable, of such Loancommitments hereunder).

Disbursement of Term Loans. Not (a) No later than (i) 2:00 p.m. (New York time), in the case of each Borrowing of Term Loans for which a Notice of Borrowing has been timely delivered in accordance with Section 2.03 (other than for Borrowings on the Closing Date, or a Borrowing on the Amendment No. 1 Effective Date of Amendment No. 1 Incremental Term Loans), each Term Lender will make available its Pro Rata Share, if any, of the Borrowing requested to be made on such date in the manner provided below, (ii) 5:00 p.m. (New York time), in the case of the making of the Initial Term Loan, if the conditions set forth in Article VI to the effectiveness of this Agreement are met prior to 4:00 p.m. (New York time) on the Closing Date, each Term Lender will make available its Pro Rata Share of the Initial Term Loan in the manner provided below, and (iii) 5:00 p.m. (New York time), in the case of the making of the Amendment No. 1 Incremental Term Loan, if the conditions to the effectiveness of Amendment No. 1 set forth in Section 4 of Amendment No. 1 are met prior to 4:00 p.m. (New York time) on the Amendment No. 1 Effective Date, each Term Lender will make available its Pro Rata Share of the Amendment No. 1 Incremental Term Loan in the manner provided below. (b) Each Term Lender shall make available all amounts it is to fund to a Borrower, under any Borrowing of Term Loans, in immediately available funds to the Administrative Agent, and the Administrative Agent will make available to such Borrower, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified in writing by any Term Lender prior to the date of the borrowing specified in the applicable Notice any Borrowing of Borrowing, each Term Loans that such Term Lender will does not intend to make available to the Administrative Agent, for the account Agent its portion of the BorrowerBorrowing or Borrowings to be made on such date, at the office of the Administrative Agent in funds immediately may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such Lender’s Initial Term Loan Commitment Percentage of the Initial Term Loans assumption, may (in its sole discretion and without any obligation to be do so) make available to such Borrower a corresponding amount. If such corresponding amount is not in fact made on the Closing Date or such Lender’s Incremental Term Loan Commitment Percentage of the Series of Incremental Term Loans on the date specified in the applicable Incremental Term Loan Addendum, as the case may be. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower such Xxxx Xxxxxx and the Administrative Agent from time to time; provided, however, that notwithstanding anything has made available the same to the contrary hereinBorrower, proceeds of any borrowing requested pursuant to this Section 4.2 the Administrative Agent shall be applied first entitled to recover such corresponding amount from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Administrative Borrower and the Borrowers, jointly and severally, shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Term Lender or repaythe Borrowers, as the case may be, interest on such corresponding amount in full respect of each day from the Existing Revolving Credit Loan, all accrued and unpaid interest thereon, any associated breakage costs, and all accrued and unpaid commitment fees and letter of credit commissions owing date such corresponding amount was made available by the Borrower under Administrative Agent to any Borrower, to the Existing Facility before date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Rate or (ii) if paid by any other disbursement shall be made Borrower, the then-applicable rate of interest, calculated in accordance with this sentenceSection 2.08, applicable to ABR Loans. Subject If such Borrower and such Term Lender shall pay interest to Section 5.7 hereofthe Administrative Agent for the same (or a portion of the same) period, the Administrative Agent shall not promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. (c) Nothing in this Section 2.04 shall be obligated deemed to disburse relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the portion of the proceeds Borrowers may have against any Lender as a result of any Term Loan requested pursuant default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to this Section 4.2 to the extent that any Lender has not made available to the Administrative Agent fulfill its Initial Term Loan Commitment Percentage or its Incremental Term Loan Commitment Percentage, as applicable, of such Loancommitments hereunder).

Disbursement of Term Loans. Not (a) No later than (i) 2:00 p.m. (New York time), in the case of each Borrowing of Term Loans for which a Notice of Borrowing has been timely delivered in accordance with Section 2.03 (other than for Borrowings on the Closing Date), each Term Lender will make available its Pro Rata Share, if any, of the Borrowing requested to be made on such date in the manner provided below, and (ii) 5:00 p.m. (New York time), in the case of the making of the Initial Term Loan, if the conditions set forth in Article VI to the effectiveness of this Agreement are met prior to 4:00 p.m. (New York time) on the Closing Date, each Term Lender will make available its Pro Rata Share of the Initial Term Loan in the manner provided below. (b) Each Term Lender shall make available all amounts it is to fund to a Borrower, under any Borrowing of Term Loans, in immediately available funds to the Administrative Agent, and the Administrative Agent will make available to such Borrower, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified in writing by any Term Lender prior to the date of the borrowing specified in the applicable Notice any Borrowing of Borrowing, each Term Loans that such Term Lender will does not intend to make available to the Administrative Agent, for the account Agent its portion of the BorrowerBorrowing or Borrowings to be made on such date, at the office of the Administrative Agent in funds immediately may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such Lender’s Initial Term Loan Commitment Percentage of the Initial Term Loans assumption, may (in its sole discretion and without any obligation to be do so) make available to such Borrower a corresponding amount. If such corresponding amount is not in fact made on the Closing Date or such Lender’s Incremental Term Loan Commitment Percentage of the Series of Incremental Term Loans on the date specified in the applicable Incremental Term Loan Addendum, as the case may be. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower such Term Lender and the Administrative Agent from time to time; provided, however, that notwithstanding anything has made available the same to the contrary hereinBorrower, proceeds of any borrowing requested pursuant to this Section 4.2 the Administrative Agent shall be applied first entitled to recover such corresponding amount from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Administrative Borrower and the Borrowers, jointly and severally, shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Term Lender or repaythe Borrowers, as the case may be, interest on such corresponding amount in full respect of each day from the Existing Revolving Credit Loan, all accrued and unpaid interest thereon, any associated breakage costs, and all accrued and unpaid commitment fees and letter of credit commissions owing date such corresponding amount was made available by the Borrower under Administrative Agent to any Borrower, to the Existing Facility before date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Rate or (ii) if paid by any other disbursement shall be made Borrower, the then-applicable rate of interest, calculated in accordance with this sentenceSection 2.08, applicable to ABR Loans. Subject If such Borrower and such Term Lender shall pay interest to Section 5.7 hereofthe Administrative Agent for the same (or a portion of the same) period, the Administrative Agent shall not promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. (c) Nothing in this Section 2.04 shall be obligated deemed to disburse relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the portion of the proceeds Borrowers may have against any Lender as a result of any Term Loan requested pursuant default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to this Section 4.2 to the extent that any Lender has not made available to the Administrative Agent fulfill its Initial Term Loan Commitment Percentage or its Incremental Term Loan Commitment Percentage, as applicable, of such Loancommitments hereunder).