Common use of Making of Term Loans Clause in Contracts

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern on the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Term Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowing. (ii) Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowing.

Making of Term Loans. Prior to the Effective Date, certain “Term Loans” were made to the Borrower under (iand as defined in) After receipt the Existing Credit Agreement which remain outstanding as of a request for a Borrowing pursuant the date of this Agreement (such outstanding loans being hereinafter referred to Section 2.3(aas the “Existing Term Loans”). Subject to the terms and conditions set forth in this Agreement, Agent shall notify the Borrower and each of the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern agree that on the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Term Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Effective Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, but subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more satisfaction of the applicable conditions precedent set forth in Section 3 will not Article VI, the Existing Term Loans shall be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedreevidenced as Tranche A Term Loans under this Agreement. Agent shall charge Subject to the terms and conditions hereof, each Tranche B Term Loan Account usual Lender severally and customary fees not jointly agrees to make Tranche B Term Loans to the Borrower in up to three (3) installments during the Tranche B Term Loan Availability Period in an aggregate principal amount for all such Tranche B Term Loan Lenders and Tranche B Term Loans not to exceed $275,000,000 and, with respect to each Tranche B Term Loan Lender, in a principal amount equal to such Lender’s Tranche B Term Loan Commitment Percentage of the wire transfer of each Borrowing. (ii) Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the aggregate principal amount of the Tranche B Term Loans being requested by the Borrower; provided, that Lender’s Pro Rata Share after giving effect thereto, the aggregate amount of the Borrowing, Agent may assume that all Tranche B Term Loans made by each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Tranche B Term Loan Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower exceed such amount on the requested Funding DateTranche B Term Loan Lender’s Tranche B Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B Term Loan Commitment, then such Tranche B Term Loan Commitment of such Lender shall make terminate by the amount of such Lender’s Pro Rata Share so funded. Any undrawn portion of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date Tranche B Term Loan Commitments shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required reduced to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest zero at the Defaulting Lender Rate for each day until expiration of the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Tranche B Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such BorrowingAvailability Period.

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern on the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Each Lender shall make the deposit an amount of such Lender’s equal to its Pro Rata Share of the requested Borrowing available to Term Loan with the Administrative Agent at its office in New York, New York, in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 12:00 noon (New York time) on the Business Day that is the requested Funding Date. After Agent’s receipt Subject to the fulfillment of the proceeds of such Term Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied 6.1, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower at the Administrative Agent's office in New York, New York on the requested Funding Date for (or on the applicable Borrowing unless date received if later than such condition has been waivedFunding Date) and shall disburse such proceeds in accordance with the Borrower's disbursement instructions as set forth in the Notice of Borrowing. The failure of any Lender to deposit the amount described above with the Administrative Agent on the Funding Date shall not relieve any other Lender of its obligations hereunder to make its Term Loan on the Funding Date. In the event the conditions precedent set forth in Section 6.1 are not fulfilled as of the Funding Date, the Administrative Agent shall charge to the Loan Account usual and customary fees for the promptly return, by wire transfer of immediately available funds, the amount deposited by each BorrowingLender to such Lender. (ii) Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, The Administrative Agent may assume that each Lender has made or will make such amount available to funded its Term Loan and is depositing the proceeds thereof with the Administrative Agent in immediately available funds on the Funding Date Date, and the Administrative Agent may (in its sole discretion may, but shall not be so required)obligated to, in reliance upon such assumption, make available to Borrower disburse a corresponding amount. If, amount to the Borrower on the requested Funding Date. If the Term Loan proceeds corresponding to that amount are advanced to the Borrower by the Administrative Agent but are not in fact deposited with the Administrative Agent by such Lender on or prior to the Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make agrees to pay, and in addition the amount of such Lender’s Pro Rata Share of the requested Borrowing available Borrower, agrees to Agent in immediately available fundsrepay, to Agent’s Account, no later than 10:00 a.m. the Administrative Agent forthwith on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on demand such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such corresponding amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate thereon, for each day from the date such amount is disbursed to or for the benefit of the Borrower until the date on which such amount is so remitted. A notice submitted by Agent paid or repaid to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusivethe Administrative Agent, absent manifest errorat the average Federal Funds Rate for such period. If such Lender shall pay to the Administrative Agent the corresponding amount, the amount that a Lender is required to remit is made available to Agent, then such payment to Agent so paid shall constitute such Lender’s 's Term Loan for all purposes as of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of and if both such failure to fund and, upon demand by Agent, Lender and the Borrower shall pay and repay such amount to corresponding amount, the Administrative Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal shall promptly pay to the interest rate applicable at Borrower such corresponding amount. This Section 2.1(c)(ii) does not relieve any Lender of its obligation to make its Term Loan on the time to the Term Loans composing such BorrowingFunding Date.

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern on the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Each Lender shall make the deposit an amount of such Lender’s equal to its Pro Rata Share of the amount requested by the Borrowers specified in such Notice of Borrowing available to Agent be made as Term Loans in the Administrative Agent's Account at its office in New York, New York, in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 12:00 noon (New York time) on the Business Day that is the requested Funding Date. After Agent’s receipt Subject to the fulfillment of the proceeds of such Term Loans from conditions precedent set forth in Sections 5.01, 5.02 and 5.03, the Lenders, Administrative Agent shall make the proceeds thereof of such amounts received by it available to Borrower the Borrowers at the Administrative Agent's office in New York, New York on such Funding Date. The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions shall not relieve any other Lender of Section 2.3(d)(ii), no Lender shall have an obligation its obligations hereunder to make any its Term Loan, if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied Loan on the requested such Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each BorrowingDate. (ii) Unless the Administrative Agent receives notice from a shall have been notified by any Lender prior to 9:30 a.m. no later than 1:00 p.m. (New York time) on the Business Day that is the requested applicable Funding Date relative to a requested in respect of any Borrowing as to which Agent has notified the Lenders of a requested Borrowing Term Loans that such Lender will does not make available as and when required hereunder intend to Agent for fund its Term Loan requested to be made on such Funding Date, the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Administrative Agent may assume that each such Lender has made or will make such amount available to funded its Term Loan and is depositing the proceeds thereof with the Administrative Agent in immediately available funds on the Funding Date Date, and the Administrative Agent may (in its sole discretion may, but shall not be so required)obligated to, in reliance upon such assumption, make available to Borrower disburse a corresponding amount. If, amount to the Borrowers on the requested Funding Date. If the Term Loan proceeds corresponding to that amount are advanced to the Borrowers by the Administrative Agent but are not in fact deposited with the Administrative Agent by such Lender on or prior to the applicable Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make agrees to pay, and in addition the amount of such Lender’s Pro Rata Share of the requested Borrowing available Borrowers agree to Agent in immediately available fundsrepay, to Agent’s Account, no later than 10:00 a.m. the Administrative Agent forthwith on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on demand such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such corresponding amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate thereon, for each day from the date such amount is disbursed to or for the benefit of the Borrowers until the date on which such amount is so remitted. A notice submitted by Agent paid or repaid to any Lender with respect the Administrative Agent, (A) in the case of the Borrowers, at the interest rate applicable to amounts owing under this Section 2.3(c)(iisuch Borrowing and (B) shall be conclusivein the case of such Lender, absent manifest errorat the Federal Funds Rate for the first Business Day, and thereafter at the interest rate applicable to such Borrowing. If such Lender shall pay to the Administrative Agent the corresponding amount, the amount that a Lender is required to remit is made available to Agent, then such payment to Agent so paid shall constitute such Lender’s 's Term Loan for all purposes of this Agreement. If Loan, and if both such amount is not made available to Agent on Lender and the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower Borrowers shall pay such amount to corresponding amount, the Administrative Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal shall promptly pay to the interest rate applicable at the time to the Term Loans composing Borrowers such Borrowing.corresponding

Making of Term Loans. (i) After receipt of On the Effective Date, each Senior Lender which is also a request for a Borrowing pursuant Senior Lender under (and as defined in) the Existing Credit Agreement shall be deemed to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, have advanced funds to Southland in respect of the requested Borrowing; Term Loans in an amount equal to the Senior Lender's Pro Rata Share (as defined in the Existing Credit Agreement) of the aggregate principal amount of the Term Loans outstanding under the Existing Credit Agreement. Southland and such notification Senior Lender acknowledge and agree that, upon the effectiveness of this Credit Agreement and the payment by such Senior Lender of the amounts described in SECTION 2.01(c)(ii) to be sent by 4:00 p.m. Eastern paid on the Business Day that is two (2) Business Days prior Effective Date with respect to such Senior Lender's Term Loans under this Agreement, the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Lender shall make the aggregate principal amount of such Senior Lender’s 's Term Loans outstanding under the Existing Credit Agreement shall have been paid in full, and such Senior Lender shall be deemed to have advanced the full amount of its Pro Rata Share of Term Loans to be made on the requested Effective Date. (ii) Promptly after receipt of the Notice of Borrowing available to under SECTION 2.01(b) in respect of the Term Loans, the Administrative Agent shall notify each Senior Lender of the proposed Borrowing. Each Senior Lender shall deposit with the Administrative Agent at its office in New York, New York, in immediately available funds, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is Effective Date an amount equal to the excess of (A) its Pro Rata Share of Term Loans requested Funding Date. After Agent’s receipt in accordance with SECTION 2.01(b) over (B) the Senior Lender's Pro Rata Share (as defined in the Existing Credit Agreement) of the proceeds aggregate principal amount of such the Term Loans from outstanding under the LendersExisting Credit Agreement. Subject to the fulfillment of the conditions precedent set forth in SECTION 4.01, the Administrative Agent shall make the proceeds thereof of such amounts received by it available to Borrower Southland at the Administrative Agent's office in New York, New York on the applicable Funding Effective Date by transferring and shall disburse such proceeds in Dollars and in immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent in accordance with Southland's disbursement instructions set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer Notice of each Borrowing. (iiiii) Unless The failure of any Senior Lender to deposit with the Administrative Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent described in immediately available funds on the Funding Date and Agent may (but shall not be so requiredSECTION 2.01(c), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowing.

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern on the Business Day that is two (2) Business Days prior If an Authorized Person has delivered notice to the requested Funding Date. If Administrative Agent has notified and each of the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Datein accordance with Section 2.3(a), then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to Administrative Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Administrative Agent’s receipt of the proceeds of such Term Loans from the LendersLenders as provided in the preceding sentence, Administrative Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Administrative Agent to the Designated Account; provided, that, subject unless such condition has been waived by the Required Lenders pursuant to the provisions of Section 2.3(d)(ii2.14(a), no Lender shall have an obligation to make more than one Advance in any week or make any Term Loan, Loan if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowing. (ii) Unless Administrative Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is one Business Day prior to the requested Funding Date relative to a requested Borrowing as to which Administrative Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Administrative Agent may (but shall not be required to) assume that each Lender has made or will make such amount available to Administrative Agent in immediately available funds on the Funding Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Administrative Agent in immediately available funds and if Administrative Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to Administrative Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowing.than

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern on the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Term Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowing. (ii) Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Interest Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowing.

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to Section 2.3(a), Administrative Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 1:00 p.m. Eastern on the Business Day that is two (2) 1 Business Days Day prior to the requested Funding Date. If Administrative Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) 1 Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to Administrative Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Administrative Agent’s receipt of the proceeds of such Term Loans from the Lenders, Administrative Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Administrative Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, Loan if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowing. (ii) Unless Administrative Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Administrative Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Administrative Agent may assume that each Lender has made or will make such amount available to Administrative Agent in immediately available funds on the Funding Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Administrative Agent in immediately available funds and if Administrative Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to Administrative Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Administrative Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Administrative Agent in immediately available funds as and when required hereby and if Administrative Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Administrative Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Administrative Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Administrative Agent, then such payment to Administrative Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Funding Date, Administrative Agent will notify Borrower of such failure to fund and, upon demand by Administrative Agent, Borrower shall pay such amount to Administrative Agent for Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowing.

Making of Term Loans. (i) After receipt Pursuant to the Existing Term Loan Agreement, certain 5-Year Term Loan Lenders made 5-Year Term Loans (the “Existing 5-Year Term Loans”) to the Borrower, the aggregate outstanding principal amount of a request for a Borrowing pursuant which on the Effective Date (without giving effect to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, any of the requested Borrowing; such notification transactions contemplated by this Agreement) is set forth on Schedule I. Subject to be sent by 4:00 p.m. Eastern the terms and conditions hereof, on the Business Day that is two (2) Business Days prior Effective Date, each 5-Year Term Loan Lender severally and not jointly agrees to make an Additional 5-Year Term Loan in Dollars to the requested Funding Date. If Agent has notified Borrower in the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior aggregate principal amount equal to the Funding Dateamount, then each Lender shall make if any, by which (x) the amount of such Lender’s Pro Rata Share 5-Year Term Loan Commitment described in clause (a) of the requested Borrowing available definition thereof exceeds (y) the aggregate outstanding principal amount of such Lender’s Existing 5-Year Term Loans, if any (it being agreed that a 5-Year Term Loan Lender shall not be required to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. make an Additional 5-Year Term Loan on the Business Day that is Effective Date absent such an excess). Upon a 5-Year Term Loan Lender’s funding of its Additional 5-Year Term Loan on the requested Funding Effective Date. After Agent’s receipt of , the proceeds 5-Year Term Loan Commitment of such 5-Year Term Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Loan Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowingterminate. (ii) Unless Agent receives notice from Subject to the terms and conditions hereof, each 7-Year Term Loan Lender severally and not jointly agrees to make 7-Year Term Loans in Dollars to the Borrower during the 7-Year Term Loan Availability Period, in an aggregate principal amount of up to, but not exceeding, such Lender’s 7-Year Term Loan Commitment. The 7-Year Term Loans shall be made to the Borrower in no more than three separate borrowings, and each borrowing of 7-Year Term Loans under this subsection shall be in an aggregate minimum amount of $25,000,000 and integral multiples of $500,000 in excess thereof. Notwithstanding the immediately preceding sentence, a Lender prior to 9:30 a.m. on borrowing of 7-Year Term Loans may be in the Business Day that is aggregate amount of the requested Funding Date relative to 7-Year Term Loan Commitments. Upon a requested Borrowing as to which Agent has notified the Lenders 7-Year Term Loan Lender’s funding of a requested Borrowing that 7-Year Term Loan, such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of 7-Year Term Loan Commitment shall be permanently reduced by the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the principal amount of such Lender’s Pro Rata Share of Loan. On the requested Borrowing available Scheduled 7-Year Term Loan Availability Termination Date, unless previously reduced to Agent zero in accordance with the immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which casepreceding sentence, the interest accrued on such Lender’s 7-Year Term Loan Commitment of each 7-Year Term Loan Lender shall terminate and the commitment termination fee, if any, required to be paid under Section 3.5.(e) shall become due and payable. Any 7-Year Term Loan or portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has a 7-Year Term Loan made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall subsection and repaid or prepaid may not be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowingreborrowed.

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern on the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Each Lender shall make the deposit an amount of such Lender’s equal to its Pro Rata Share of the amount requested by the Borrowers specified in such Notice of Borrowing available to Agent be made as Term Loans in the Administrative Agent's Account at its office in New York, New York, in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 12:00 noon (New York time) on the Business Day that is the requested Funding Date. After Agent’s receipt Subject to the fulfillment of the proceeds of such Term Loans from conditions precedent set forth in Sections 5.01, 5.02 and 5.03, the Lenders, Administrative Agent shall make the proceeds thereof of such amounts received by it available to the Borrower at the Administrative Agent's office in New York, New York on the applicable such Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each BorrowingDate. (ii) Unless the Administrative Agent receives notice from a shall have been notified by any Lender prior to 9:30 a.m. no later than 1:00 p.m. (New York time) on the Business Day that is the requested applicable Funding Date relative to a requested in respect of any Borrowing as to which Agent has notified the Lenders of a requested Borrowing Term Loans that such Lender will does not make available as and when required hereunder intend to Agent for fund its Term Loan requested to be made on such Funding Date, the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Administrative Agent may assume that each such Lender has made or will make such amount available to funded its Term Loan and is depositing the proceeds thereof with the Administrative Agent in immediately available funds on the Funding Date Date, and the Administrative Agent may (in its sole discretion may, but shall not be so required)obligated to, in reliance upon such assumption, make available to Borrower disburse a corresponding amount. If, amount to the Borrower on the requested Funding Date. If the Term Loan proceeds corresponding to that amount are advanced to the Borrower by the Administrative Agent but are not in fact deposited with the Administrative Agent by such Lender on or prior to the applicable Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make agrees to pay, and in addition the amount of such Lender’s Pro Rata Share of the requested Borrowing available Borrower agrees to Agent in immediately available fundsrepay, to Agent’s Account, no later than 10:00 a.m. the Administrative Agent forthwith on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on demand such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such corresponding amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate thereon, for each day from the date such amount is disbursed to or for the benefit of the Borrower until the date such amount is paid or repaid to the Administrative Agent, (A) in the case of the Borrower, at the interest rate applicable to such Borrowing and (B) in the case of such Lender, at the Federal Funds Rate for the first Business Day, and thereafter at the interest rate applicable to such Borrowing. If such Lender shall pay to the Administrative Agent the corresponding amount, the amount so paid shall constitute such Lender's Term Loan, and if both such Lender and the Borrower shall pay such corresponding amount, the Administrative Agent shall promptly pay to the Borrower such corresponding amount. This Section 2.02(c)(ii) does not relieve any Lender of its obligation to make its Term Loan on any Funding Date; nor does this Section relieve the Borrower of its obligation to pay or repay any Lender funding its Term Loan pursuant to this Section interest on such Term Loan from such Funding Date until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowingrepaid in full.

Making of Term Loans. (i) After Promptly after receipt of a request for a Notice of Borrowing pursuant to Section 2.3(aSECTION 2.3(b), the Lenders' Agent shall notify the Lenders by telecopy, telephone, email, telephone or other electronic similar form of transmission, of the requested Borrowing; such notification . Subject to be sent by 4:00 p.m. Eastern on satisfaction of the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Dateconditions precedent set forth in SECTION 11.1 and SECTION 11.2, then as applicable, each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Lenders' Agent in immediately available funds, to Agent’s Accountsuch account of the Lenders' Agent as the Lenders' Agent may designate, not later than 10:00 a.m. 2:00 p.m., Chicago time, on the Business Day that is the requested Funding DateDate applicable thereto. After the Lenders' Agent’s 's receipt of the proceeds of such Term Loans from Loans, the Lenders, ' Agent shall make the proceeds thereof of such Term Loans available to Borrower the Borrowers' Agent on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Term Loans received by the Lenders' Agent to the Designated Account; providedaccount of the Borrowers' Agent, that, subject designated in writing by the Borrowers' Agent to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Lenders' Agent shall charge and acceptable to the Lenders' Agent; PROVIDED, HOWEVER, that the amount of Term Loans so made on any date shall in no event exceed the Unused Term Loan Account usual and customary fees for the wire transfer of each BorrowingAmount on such date. (ii) Unless the Lenders' Agent receives notice from a Lender on or prior to 9:30 a.m. on the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day that is prior to the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders date of a requested Borrowing such Borrowing, that such Lender will shall not make available as and when required hereunder to the Lenders' Agent for the account of Borrower the amount of that Lender’s 's Pro Rata Share of the such Borrowing, the Lenders' Agent may assume that each Lender has made or will make such amount available to the Lenders' Agent in immediately available funds on the Funding Date and the Lenders' Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower the Borrowers' Agent on such date a corresponding amount. If, on If and to the requested Funding Date, extent any Lender shall not have remitted the made its full amount that it is required to make in respect of a Term Loan available to the Lenders' Agent in immediately available funds and if the Lenders' Agent in such circumstances has made available to Borrower the Borrowers' Agent such amount on the requested Funding Dateamount, then such that Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested following such Funding Date (in which case, the interest accrued on make such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to the Lenders' Agent, together with interest at the Defaulting Lender Federal Funds Rate for each day until the date on which during such amount is so remittedperiod. A notice by the Lenders' Agent submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) subsection shall be conclusive, absent manifest error. If the such amount that a Lender is required to remit is so made available to Agentavailable, then such payment to the Lenders' Agent shall constitute such Lender’s 's Term Loan for all purposes of this Agreement. If such amount is not made available to the Lenders' Agent on the Business Day following the Funding Date, the Lenders' Agent will shall notify Borrower the Borrowers' Agent of such failure to fund and, upon demand by the Lenders' Agent, Borrower the Borrowers' Agent shall pay such amount to the Lenders' Agent for the Lenders' Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate Interest Rate applicable at the time to the Term Loans composing comprising such Borrowing. The failure of any Lender to make any Term Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Term Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on any Funding Date.

Making of Term Loans. (i) After receipt of a request for a Borrowing pursuant to At the time all the conditions precedent set forth in Section 2.3(a), Agent shall notify the Lenders 5.1. have been fulfilled or waived by telecopy, telephone, email, or other electronic form of transmission, all of the requested Borrowing; Lenders: (A) the Administrative Agent, the Borrower and each 5-Year Term Loan Lender (an “Existing Term Lender”) holding an outstanding “Loan” under and as defined in the Existing Term Loan Agreement (an “Existing Term Loan”) agree that such notification Existing Term Loans shall be deemed to be sent by 4:00 p.m. Eastern on 5-Year Term Loans outstanding under this Agreement; (B) each Existing Term Lender whose 5-Year Term Loan Commitment exceeds the Business Day that is two (2) Business Days outstanding principal amount of such Lender’s Existing Term Loan immediately prior to the requested Funding Date. If Agent has notified Effective Date severally and not jointly agrees to increase the Lenders amount of its 5-Year Term Loan by an amount equal to the amount of such excess; and (C) each 5-Year Term Loan Lender that was not a requested Borrowing on “Lender” under and as defined in the Business Day that is one (1) Business Day Existing Term Loan Agreement immediately prior to the Funding Date, then each Lender shall Effective Date severally and not jointly agrees to make a 5-Year Term Loan to the Borrower in a principal amount equal to the amount of such Lender’s Pro Rata Share 5-Year Term Loan Commitment described in clause (A) of the requested Borrowing available definition thereof. Each Existing Term Lender whose 5-Year Term Loan Commitment exceeds the outstanding principal amount of such Lender’s Existing Term Loan immediately prior to the Effective Date (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Existing Term Loans of the Existing Term Lenders whose 5-Year Term Loan Commitments are less than the outstanding principal amount of such Lenders’ Existing Term Loans immediately prior to the Effective Date (each an “Assignor Lender”), so that after giving effect to such purchases the principal amount of each Existing Term Lender’s 5-Year Term Loan shall be equal to the amount of such Existing Term Lender’s 5-Year Term Loan Commitment as set forth on Schedule I. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for 5-Year Term Notes to be provided pursuant to Section 5.1.(a), no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent in immediately available fundsmay direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments. On the Effective Date, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of Administrative Agent shall use the proceeds of such the 5-Year Term Loans from being made by 5-Year Term Loan Lenders that are not Existing Term Lenders to repay the outstanding principal amount of the Existing Term Loans owing to each of the “Lenders, Agent shall make ” under and as defined in the proceeds thereof available to Borrower Existing Term Loan Agreement that are not 5-Year Term Loan Lenders. Upon the 5-Year Term Loan Lenders’ funding of the 5-Year Term Loans on the applicable Funding Effective Date by transferring immediately available funds equal to such proceeds received by Agent to and the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Term Loan, if one or more consummation of the applicable conditions precedent set forth in Section 3 will not be satisfied on purchases of 5-Year Term Loans between the requested Funding Date for Assignor Lenders and Assignee Lenders as provided above, the applicable Borrowing unless such condition has been waived. Agent 5-Year Term Loan Commitment shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowingterminate. (ii) Unless Agent receives notice from a Lender prior Subject to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as terms and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. Ifconditions hereof, on the requested Funding Effective Date, any each 7-Year Term Loan Lender shall severally and not have remitted the full amount that it is required jointly agrees to make available a 7-Year Term Loan to Agent the Borrower in immediately available funds and if Agent has made available the aggregate principal amount equal to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share 7-Year Term Loan Commitment described in clause (a) of the requested Borrowing available to Agent in immediately available funds, to Agentdefinition thereof. Upon a 7-Year Term Loan Lender’s Account, no later than 10:00 a.m. funding of its 7-Year Term Loan on the Business Day that is the first Business Day after the requested Funding Date (in which caseEffective Date, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s 7-Year Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower Commitment shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowingterminate.