Common use of Making the Term Advances Clause in Contracts

Making the Term Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 1:00 P.M. (New York City time) on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Term Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Term Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for any Borrowing made on the Closing Date or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06(d)(ii), 2.08 or 2.09 and (ii) there may not be more than 10 separate Borrowings outstanding at any time (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (d) Unless the Administrative Agent shall have received notice from a Lender that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Term Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Term Advance as part of such Borrowing for all purposes. (e) The failure of any Lender to make the Term Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Advance to be made by such other Lender on the date of any Borrowing.

Making the Term Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 1:00 P.M. (New York City time) on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) Borrower in respect of such Borrowing, (ii) date of such Borrowing, (iiiii) Type of Term Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing and Borrowing, (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Term Advance, and (vi) the account information for the Borrower Account to which such Borrowing should be credited. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s 's ratable portion of such Borrowing in accordance with the respective Term Commitments of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower by crediting the Borrower’s applicable Borrower Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower Borrowers may not select Eurodollar Rate Advances for any the initial Borrowing made on the Closing Date hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06(d)(ii), 2.08 or 2.09 2.9 and (ii) there may not be more than 10 5 separate Borrowings outstanding at any time. (c) Each Notice of Borrowing shall be irrevocable and binding on the BorrowerBorrowers. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrowers shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to (x) the date of any Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the date of any Borrowing consisting of Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the any Borrower, the interest rate applicable at such time under Section 2.06 to Term Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Term Advance as part of such Borrowing for all purposes. (e) The failure of any Lender to make the Term Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Advance to be made by such other Lender on the date of any Borrowing.

Making the Term Advances. (a) Each Borrowing The Term Advances shall be made on notice, given (x) not later than 12:00 Noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing thereof in the case of a Borrowing of Term Advances consisting of Eurodollar Rate LIBOR Advances, or (y) not later than 1:00 P.M. 9:00 A.M. (New York City time) on the date one Business Day prior to the date of the proposed Borrowing Effective Date in the case of a Borrowing of Term Advances consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex facsimile or telecopierelectronic transmission. Each such notice of a Borrowing of Term Advances (a “Notice of Term Borrowing”) shall be by telephonetelephone or electronic transmission, confirmed immediately promptly in writing, or telex or telecopier or e-mailby telecopier, in each case in substantially the form of Exhibit B hereto, and specifying therein the requested (i) the requested date of such Borrowing, (ii) the requested Type of Term Advances comprising such Borrowing, and (iii) aggregate amount of such Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate LIBOR Advances, the requested initial Interest Period for each such Term Advance. Each Lender shall, before 12:00 Noon 11:00 A.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments Term Commitment of such Lender and the other LendersLender. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for any Borrowing made on the Closing Date or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06(d)(ii), 2.08 or 2.09 and (ii) there may not be more than 10 separate Borrowings outstanding at any time (c) Each Notice of Term Borrowing shall be irrevocable and binding on the BorrowerBorrower other than as set forth in Section 4.05(b). In the case of any Borrowing that the related Notice of Term Borrowing specifies is to be comprised of LIBOR Advances, the Borrower shall indemnify each Lender against any actual loss (other than lost profit), cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Term Borrowing for such Borrowing the applicable conditions set forth in Article V, including, without limitation, any actual loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Advance to be made by such Lender as part of such Borrowing when such Term Advance, as a result of such failure, is not made on such date. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowingthe Borrowings of Term Advances, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Effective Date in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 4.02 to Term Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Term Advance as part of such Borrowing for all purposes. (ed) The failure of any Lender to make the Term Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Advance on the date of such BorrowingEffective Date, but no Lender shall be responsible for the failure of any other Lender to make the Term Advance to be made by such other Lender on the date of any BorrowingEffective Date.

Making the Term Advances. (a) Each Borrowing All Term Borrowings (other than pursuant to a Conversion) shall be made on notice, given not later than 12:00 Noon 10:00 A.M. (New York City Chicago time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting Closing Date (if Term Borrowings comprised of Eurodollar Rate AdvancesAdvances are requested), or not later than 1:00 P.M. (New York City time) on the date one Business Day prior to Closing Date (if the date of the proposed Borrowing in the case of a Borrowing consisting Term Borrowings are comprised only of Base Rate Advances), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopierthereof. Each such The notice of a Borrowing the Term Borrowings (a “the "Notice of Borrowing”") shall be sent by telephonetelecopier, telex or cable, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such BorrowingClosing Date, (ii) Type Types of Term Advances comprising such Borrowingto be made in connection with the Term Borrowings, (iii) the aggregate amount of such Borrowing each Term Borrowing, and (iv) in the case of a Term Borrowing consisting of comprising Eurodollar Rate Advances, initial the Interest Period Periods for each such Term AdvanceEurodollar Advances. Each Lender shall, before 12:00 Noon 11:00 A.M. (New York City Chicago time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, Closing Date make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s 's ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersTerm Borrowings. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the Borrower’s AccountAdministrative Agent's aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for any Borrowing made on the Closing Date or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06(d)(ii), 2.08 or 2.09 and (ii) there may not be more than 10 separate Borrowings outstanding at any time (c) Each The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Term Borrowing that the Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the Closing Date specified in the Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Advances to be made by such Lender as part of such Term Borrowings when such Term Advances, as a result of such failure, are not made on the Closing Date. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of such Borrowingthe Term Borrowings, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Closing Date in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date the Closing Date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Term Advances comprising such Borrowing made in connection with the Term Borrowings and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender’s 's Term Advance Advances as part of such Borrowing Term Borrowings for all purposespurposes of this Agreement. (ed) The failure of any Lender to make the any Term Advance to be made by it as part of any Borrowing on the Closing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its any Term Advance on the date of such Borrowing, Closing Date but no Lender shall be responsible for the failure of any other Lender to make the any Term Advance to be made by such other Lender on the date of Closing Date. (e) Notwithstanding anything to the contrary contained herein, no more than sixteen (16) Term Borrowings comprising Eurodollar Rate Advances may be outstanding at any Borrowingtime.

Making the Term Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon noon (New York City time) on (i) the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances, SOFR Advances or not later than 1:00 P.M. (New York City timeii) on the date one same Business Day prior to the date of as the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex telecopier or telecopierelectronic communication. Each such notice of a Borrowing (a “Notice of BorrowingFunding Notice”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case writing in substantially the form of Exhibit B C hereto, specifying therein the requested (iA) date of such Borrowing, (iiB) Facility under which such Borrowing is to be made, (C) Type of Term Advances comprising such Borrowing, (iiiD) aggregate amount of such Borrowing and (ivE) in the case of a Borrowing consisting of Eurodollar SOFR Advances, the Interest Period therefor, or in the case of Base Rate Advances, initial the Interest Period for each such Term AdvancePayment Date therefor. Each Lender shall, before 12:00 Noon 1:00 pm (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s ratable portion of such Borrowing Borrowing, in accordance with the respective Commitments under the applicable Facility of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such funds available to the Borrower by crediting pursuant to the Borrower’s Accountterms of, and in accordance with, the Funds Flow Memorandum. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for any Borrowing made on the Closing Date or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06(d)(ii), 2.08 or 2.09 and (ii) there may not be more than 10 separate Borrowings outstanding at any time (c) Each Funding Notice of Borrowing shall be irrevocable and binding on the BorrowerBorrower from and after the third U.S. Government Securities Business Day prior to the applicable requested SOFR Advance or the Business Day prior to the applicable requested Base Rate Advance, as applicable. In the case of any Borrowing that the related Funding Notice specifies is to be comprised of SOFR Advances, the Borrower shall indemnify each Lender against any actual and documented out-of-pocket loss, cost or expense (excluding loss of anticipated profits) incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Funding Notice for such Borrowing the applicable conditions set forth in Article V, including any loss, cost or expense (excluding loss of anticipated profits) incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Advance to be made by such Lender as part of such Borrowing when such Term Advance, as a result of such failure, is not made on such date and shall compensate such Lender for such actual and documented out-of-pocket losses, costs or expenses (excluding loss of anticipated profits) upon delivery by such Lender to the Borrower that sets forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.02(b), the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof. Notwithstanding anything contained in the foregoing provisions, no Lender shall be entitled to any compensation from the applicable Borrower under this Section 2.02(b) unless such Lender is generally charging the relevant amounts to similarly situated borrowers under comparable syndicated credit facilities as a matter of general practice and policy. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection clause (a) of this Section 2.02 and the Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such date of Borrowing until the date such amount is paid to the Administrative Agent, at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower severally agree to repay or shall immediately pay such corresponding amount to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date of such amount is made available to the Borrower Borrowing until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of rate payable hereunder for Base Rate Advances under the Borrower, the interest rate applicable at such time under Section 2.06 to Term Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Term Advance as part of such Borrowing for all purposesrelevant Facility. (ed) The failure of any Lender to make the Term Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Advance to be made by such other Lender on the date of any Borrowing. Nothing in this Section 2.02 shall prejudice any rights that the Borrower may have against a Defaulting Lender.