Common use of Making of Term Loans Clause in Contracts

Making of Term Loans. Pursuant to the Existing Term Loan Agreement, certain Term Loan Lenders made term loans in certain tranches (the “Existing Term Loans”) to the Borrower, the aggregate outstanding principal amount of which in each applicable Tranche on the Effective Date (without giving effect to any of the transactions contemplated by this Agreement) is set forth on Schedule I, and such amounts shall be deemed to be outstanding Term Loans in the applicable Tranche hereunder on the Effective Date. Subject to the terms and conditions hereof, on the Effective Date, each Term Loan Lender severally and not jointly agrees to make an Additional Term Loan in the applicable Tranche (Tranche A, Tranche B or Tranche C) as set forth on Schedule I, and after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I in Dollars to the Borrower in the aggregate principal amount equal to the amount, if any, by which (x) the amount of such Term Loan Lender’s Term Loan Commitment for any applicable Tranche described in clause (a) of the definition thereof exceeds (y) the aggregate outstanding principal amount of such Term Loan Lender’s Existing Term Loans (after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I), if any (it being agreed that a Term Loan Lender shall not be required to make an Additional Term Loan on the Effective Date absent such an excess). Upon a Term Loan Lender’s funding of its Additional Term Loan to the applicable Tranche(s), if required, on the Effective Date, the Term Loan Commitment of such Term Loan Lender shall terminate, and upon completion of the reallocations pursuant to Section 2.17. on the Effective Date, the Term Loan Commitments of all other Term Loan Lenders shall terminate. Amounts deemed outstanding or borrowed under this Section 2.2(a) and repaid or prepaid may not be reborrowed.

Making of Term Loans. Pursuant Prior to the Existing Term Loan AgreementEffective Date, certain “Tranche A-1 Term Loan Lenders Loans” and “Tranche A-2 Term Loans” were made term loans in certain tranches to the Borrower under (and as defined in) the Existing Credit Agreement (such outstanding “Tranche A-1 Term Loans” being hereinafter referred to as the “Existing Tranche A-1 Term Loans” and such outstanding “Tranche A-2 Term Loans” being hereinafter referred to as the “Existing Tranche A-2 Term Loans”) to the Borrower, the aggregate outstanding principal amount of which in each applicable Tranche on the Effective Date (without giving effect to any of the transactions contemplated by this Agreement) is set forth on Schedule I, and such amounts shall be deemed to be outstanding Term Loans in the applicable Tranche hereunder on the Effective Date). Subject to the terms and conditions hereofset forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective DateDate but subject to the satisfaction of the conditions precedent set forth in Article VI, the Existing Tranche A-1 Term Loans and the Existing Tranche A-2 Term Loans shall be reevidenced as Tranche A-1 Term Loans and Tranche A-2 Term Loans under this Agreement. Amounts of any Term Loan (including any Additional Term Loan Advances or New Term Loans) that are repaid may not be re-borrowed; provided, however, that during the Term Loan Commitment Period, the Borrower shall have the right (in up to three (3) separate advances) to re-borrow (and each Tranche A-2 Term Loan Lender severally and not jointly agrees to make an Additional make) any Tranche A-2 Term Loans that were repaid prior to such re-borrowing date in accordance with and subject to the terms and conditions of this Section (each, a “Tranche A-2 Term Loan Re-Borrowing”), provided that (i) each Tranche A-2 Term Loan Re-Borrowing shall be in the applicable Tranche (Tranche A, Tranche B or Tranche C) as set forth on Schedule Ia minimum amount of $10,000,000, and after giving effect to any reallocation not more than three (3) Tranche A-2 Term Loan Re-Borrowings may be permitted, (ii) all Tranche A-2 Term Loan Re-Borrowings shall be made no later than the last day of its Existing the Term Loans to the applicable Tranches specified on Schedule I in Dollars to the Borrower in Loan Commitment Period, (iii) the aggregate principal amount equal to the amount, if any, by which (x) of such Tranche A-2 Term Loan Re-Borrowings shall not exceed the amount of the aggregate unused Tranche A-2 Term Loan Commitments on the date of such Tranche A-2 Term Loan Re-Borrowing, (iv) the outstanding principal amount of Tranche A-2 Term Loans made by any Tranche A-2 Term Loan Lender to the Borrower shall not exceed such Tranche A-2 Term Loan Lender’s Tranche A-2 Term Loan Commitment for any applicable Tranche described in clause Commitment, and (a) of the definition thereof exceeds (yv) the aggregate outstanding principal amount of such any Tranche A-2 Term Loan Lender’s Existing Term Loans (after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I)Re-Borrowing, if any (it being agreed that a Term Loan Lender shall once repaid, may not be required to make an Additional Term Loan on the Effective Date absent such an excess)thereafter re-borrowed. Upon a Term Loan Lender’s funding the expiration of its Additional Term Loan to the applicable Tranche(s), if required, on the Effective Date, the Term Loan Commitment of such Term Loan Lender shall terminatePeriod, and upon completion of the reallocations pursuant to Section 2.17. on the Effective Date, the all undisbursed Tranche A-2 Term Loan Commitments of all other Term Loan Lenders shall terminate. Amounts deemed outstanding or borrowed under this Section 2.2(a) be automatically and repaid or prepaid may not be reborrowedpermanently cancelled.

Making of Term Loans. Pursuant to the Existing Term Loan Agreement, certain Term Loan Lenders made term loans in certain tranches (the “Existing Term Loans”) to the Borrower, the aggregate outstanding principal amount of which in each applicable Tranche on the Effective Date (without giving effect to any of the transactions contemplated by this Agreement) is set forth on Schedule I, and such amounts shall be deemed to be outstanding Term Loans in the applicable Tranche hereunder on the Effective Date. Subject to the terms and conditions hereof, on the Effective Dateof this Agreement, each Term Loan Lender severally and not jointly agrees to make an Additional a single Term Loan to the Borrower on the Effective Date, in an aggregate principal amount equal to such Lender’s Commitment. Each Lender’s Commitment shall terminate immediately and without further action on the Effective Date after giving effect to the funding of such Lender’s Term Loan. Once repaid, the principal amount of a Term Loan (or portion thereof) may not be reborrowed. Notwithstanding the foregoing, pursuant to the Existing Credit Agreement, certain of the Lenders made Term Loans denominated in Dollars to the Borrower. The Borrower hereby acknowledges and agrees as of the Effective Date, that (i) the outstanding principal balance of the Term Loans (as defined in the applicable Tranche Existing Credit Agreement) is $250,000,000 (Tranche Athe “Existing Term Loans”), Tranche B or Tranche C(ii) the Existing Term Loans shall for all purposes be deemed to have been made hereunder and constitute and be referred to as Term Loans hereunder, (iii) the amount of any Term Loans to be made in accordance with this Section 2.1. by any Lender (and the corresponding Commitment amount of such Lender as set forth on Schedule I, and after giving effect to I hereto) shall be reduced by the amount of any reallocation of its Existing Term Loans to held by such Lender outstanding on the applicable Tranches specified on Schedule I in Dollars to the Borrower in the aggregate principal amount equal to the amountdate hereof, if any, by which and (xiv) the amount of such Term Loan Lender’s Term Loan Commitment for any applicable Tranche described in clause (a) of the definition thereof exceeds (y) the aggregate outstanding principal amount of such Term Loan Lender’s Existing Term Loans (after giving effect to any reallocation of its Existing Term Loans shall be reallocated hereunder, without constituting a novation, in each case subject to the applicable Tranches specified on Schedule I), if any (it being agreed that a Term Loan Lender shall not be required to make an Additional Term Loan on the Effective Date absent such an excess). Upon a Term Loan Lender’s funding terms and conditions of its Additional Term Loan to the applicable Tranche(s), if required, on the Effective Date, the Term Loan Commitment of such Term Loan Lender shall terminate, and upon completion of the reallocations pursuant to Section 2.17. on the Effective Date, the Term Loan Commitments of all other Term Loan Lenders shall terminate. Amounts deemed outstanding or borrowed under this Section 2.2(a) and repaid or prepaid may not be reborrowedAgreement.

Making of Term Loans. Pursuant to Borrowers, Lenders and Administrative Agent acknowledge that (a) on the Existing Term Loan AgreementClosing Date, certain Term Loan Lenders (i) each Tranche A Lender made (severally, not jointly or jointly and severally) a term loans in certain tranches loan (collectively, the “Existing Tranche A Term LoansLoan”) to Borrowers in an amount equal to such Lender’s share of the BorrowerTranche A Term Loan Amount based on its Tranche A Commitment, and (ii) each Tranche B Lender made (severally, not jointly or jointly and severally) a term loan (collectively, the aggregate “Tranche B Term Loan”) to Borrowers in an amount equal to such Lender’s share of the Tranche B Term Loan Amount (as in effect on the Closing Date) based on its Tranche B Commitment (as in effect on the Closing Date), (b) the outstanding principal amount of which in each applicable Tranche on the Effective Date (without giving effect to any balance of the transactions contemplated by this Agreement) Tranche A Term Loan as of the date hereof is set forth on Schedule I$29,616,449.20, and such amounts shall be deemed to be (c) the outstanding principal balance of the Tranche B Term Loans in Loan as of the applicable Tranche hereunder on the Effective Datedate hereof is $15,000,000. Subject to the terms and conditions hereofof this Agreement, on the Second Amendment Effective Date, each Term Loan the Tranche B Lender severally and agrees (severally, not jointly agrees or jointly and severally) to make an Additional additional term loan of $5,000,000 to Borrowers as part of the Tranche B Term Loan, such that, upon the making of such additional term loan, the outstanding principal balance of the Tranche B Term Loan in shall equal the applicable Tranche (Tranche A, Tranche B or Tranche C) as set forth on Schedule ITerm Loan Amount (which, and after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I in Dollars to the Borrower in the aggregate principal amount equal to the amountthis Amendment, if any, by which (x) the amount shall be $20,000,000). The making of such Term Loan Lender’s Term Loan Commitment for any applicable additional term loan by the Tranche described in clause (a) of the definition thereof exceeds (y) the aggregate outstanding principal amount of such Term Loan Lender’s Existing Term Loans (after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I), if any (it being agreed that a Term Loan B Lender shall not be required to make an Additional constitute a novation of any of the Term Loan Loans made on the Effective Date absent such an excess). Upon a Term Loan Lender’s funding of its Additional Term Loan to the applicable Tranche(s), if required, on the Effective Closing Date, the Term Loan Commitment of such Term Loan Lender shall terminate, and upon completion of the reallocations pursuant to Section 2.17. on the Effective Date, the Term Loan Commitments of all other Term Loan Lenders shall terminate. Amounts deemed outstanding or borrowed under this Section 2.2(a) and repaid or prepaid may not be reborrowed.

Making of Term Loans. Pursuant to Promptly after receipt of the Existing Borrowing Notice under Section 2.3(b) in respect of any Term Loans, the Agent shall notify each applicable Term Loan AgreementLender by telecopy, certain or other similar form of transmission, of the proposed Advance. Each applicable Term Loan Lenders made term loans Lender shall deposit an amount equal to its Term Loan Percentage of such Term Loans with the Agent at its Eurocurrency Payment office, in certain tranches (immediately available funds, on the “Existing applicable funding date in respect of the applicable Term Loans”) to the Borrower, the aggregate outstanding principal amount of which in each applicable Tranche on the Effective Date (without giving effect to any of the transactions contemplated by this Agreement) is set forth on Schedule I, and such amounts shall be deemed to be outstanding Term Loans as specified in the applicable Tranche hereunder on the Effective DateBorrowing Notice. Subject to the terms fulfillment of the conditions precedent set forth in Sections 4.1 and 4.3 in respect of the Initial Term Loans, Section 3 of Amendment No. 1 in respect of the 2011 Term Loans or the conditions hereofprecedent in respect of any Incremental Term Loans, as applicable, the Agent shall make the proceeds of such amounts received by it available to the Parent Borrower at the Agent’s Eurocurrency Payment office on such date and shall disburse such proceeds in accordance with the Effective Date, each Parent Borrower’s disbursement instructions set forth in such Borrowing Notice. The failure of any applicable Term Loan Lender severally and to deposit the amount described above with the Agent on such date shall not jointly agrees relieve any other applicable Term Loan Lender of its obligations hereunder to make an Additional its Term Loan in on such date.” 1.6. Section 2.3(d)(i) of the applicable Tranche (Tranche A, Tranche B or Tranche C) as set forth on Schedule I, and after giving effect Credit Agreement is hereby amended to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I in Dollars to the Borrower in the aggregate principal amount equal to the amount, if any, by which (x) the amount of such replace each reference to “Term Loan Lender’s Loans” therein with a reference to “Initial Term Loan Commitment for any applicable Tranche described Loans” in clause (a) of the definition thereof exceeds each case and (y) delete the aggregate outstanding principal amount of such Term Loan Lender’s Existing Term Loans last paragraph thereof (after giving effect to any reallocation of which begins “Notwithstanding the foregoing”) in its Existing Term Loans to the applicable Tranches specified on Schedule I), if any (it being agreed that a Term Loan Lender shall not be required to make an Additional Term Loan on the Effective Date absent such an excess). Upon a Term Loan Lender’s funding of its Additional Term Loan to the applicable Tranche(s), if required, on the Effective Date, the Term Loan Commitment of such Term Loan Lender shall terminate, and upon completion of the reallocations pursuant to Section 2.17. on the Effective Date, the Term Loan Commitments of all other Term Loan Lenders shall terminate. Amounts deemed outstanding or borrowed under this Section 2.2(a) and repaid or prepaid may not be reborrowedentirety.

Making of Term Loans. Pursuant to the Existing Term Loan Agreement, certain Term Loan Lenders made term loans in certain tranches Term Loans (the “Existing Term Loans”) to the Borrower, the aggregate outstanding principal amount of which in each applicable Tranche on the Effective Date (without giving effect to any of the transactions contemplated by this Agreement) is set forth on Schedule I, and such amounts shall be deemed to be outstanding Term Loans in the applicable Tranche hereunder on the Effective Date. I. Subject to the terms and conditions hereof, on the Effective Date, each Term Loan Lender severally and not jointly agrees to make an Additional Term Loan in the applicable Tranche (Tranche A, Tranche B or Tranche C) as set forth on Schedule I, and after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I in Dollars to the Borrower in the aggregate principal amount equal to the amount, if any, by which (x) the amount of such Term Loan Lender’s Term Loan Commitment for any applicable Tranche described in clause (a) of the definition thereof exceeds (y) the aggregate outstanding principal amount of such Term Loan Lender’s Existing Term Loans (after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I)Loans, if any (it being agreed that a Term Loan Lender shall not be required to make an Additional Term Loan on the Effective Date absent such an excess). Upon a Term Loan Lender’s funding of its Additional Term Loan to the applicable Tranche(s)Loan, if required, on the Effective Date, the Term Loan Commitment of such Term Loan Lender shall terminate, and upon completion of the reallocations pursuant to Section 2.172.18. on the Effective Date, the Term Loan Commitments of all other Term Loan Lenders shall terminate. Amounts deemed outstanding or borrowed under this Section 2.2(a) and repaid or prepaid may not be reborrowed.