Common use of Making the Term Loan Clause in Contracts

Making the Term Loan. (a) The Administrative Borrower shall give the Agent prior notice (in writing, in substantially the form of Exhibit D hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is five (5) Business Days prior to the Effective Date (or such shorter period as the Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the Effective Date). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) the use of the proceeds of such proposed Loan, and (iii) the proposed borrowing date, which must be the Effective Date. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be from the Administrative Borrower (or from any authorized signatory thereof designated in writing purportedly from the Administrative Borrower to the Agent). The Agent and each Lender shall be entitled to rely conclusively on any authorized signatory’s authority to request a Loan on behalf of the Borrowers until the Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Term Loan required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loan. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in writing, in substantially the form of Exhibit D C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is five (5) 3 Business Days prior to the Effective Date (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the Effective Dateaccommodate). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether the use Term Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of the proceeds of such proposed a LIBOR Rate Loan, and the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and must be the Effective Date, and (iv) the Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any authorized signatory Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any authorized signatoryAuthorized Officer’s authority to request a the Term Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Any Notice of Borrowing pursuant to this Section ‎Section 2.02 shall be irrevocable and the Borrowers Borrower shall be bound to make a borrowing in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement The Term Loan shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total CommitmentShare, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a the Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a the Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loan required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (d) Each applicable Lender shall make available to the Administrative Agent in immediately available funds, in Dollars, all amounts such Lender is required to fund to the Borrower by 12:00 noon (New York City time) on the Effective Date, and, following receipt of all requested funds in an account designated by the Administrative Agent, the Administrative Agent will make available to the Borrower in immediately available funds, in Dollars, the aggregate of the amounts so made available, by remitting such aggregate amount as directed by the Borrower in writing.

Making the Term Loan. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit D hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is five (5) 2 Business Days prior to the Effective Date date of the proposed Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the Effective Dateborrowing date of the proposed Term Loan). Such Notice of Borrowing notice shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) the use of the proceeds of such proposed Loan, and (iii) the proposed borrowing date, which must be a Business Day, and must be the Effective Date. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be from the Administrative Borrower (or from any authorized signatory thereof designated in writing purportedly from the Administrative Borrower to the Agent). The Agent and each Lender shall be entitled to rely conclusively on any authorized signatory’s authority to request a Loan on behalf of the Borrowers until the Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(cSection 2.02(b), all Loans under this Agreement the Term Loan shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a the Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a the Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loan required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loan. (a) The Administrative Borrower shall give the Administrative Agent prior a notice (in writing, in substantially the form of Exhibit D 2.02 hereto (a “Notice of Borrowing”)), ) not later than 12:00 noon (New York City time) on the date which is five (5) 1 Business Days Day prior to the Effective Date (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the Effective Dateaccommodate). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) the use of the proceeds of such proposed Term Loan, and (iiiii) the proposed borrowing date, which must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice such Notice of Borrowing believed by the Agent in good faith by the Administrative Agent to be from the Administrative Borrower (or from any authorized signatory Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Agent and each Lender shall be entitled to rely conclusively on any authorized signatory’s authority to request a Loan on behalf of the Borrowers until the Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written the Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers Borrower shall be bound to make a borrowing borrow the Term Loan in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement The Term Loan shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunderits portion of the Term Loan, nor shall the Term Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunderits portion of the Term Loan, and each Lender shall be obligated to make its portion of the Term Loan required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loan. (a) The Administrative Borrower shall give the Agent prior telephonic notice (immediately confirmed in writing, substantially in substantially the form of Exhibit D hereto (a “Notice of Borrowing”"NOTICE OF BORROWING")), not later than 12:00 noon (New York City time) on the date which is five one (51) Business Days Day prior to the Effective Date (or such shorter period as the Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the Effective Date). Such Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the proposed Term Loan, (ii) the use of the proceeds of such proposed the Term Loan, and (iii) the proposed borrowing date, which must be the Effective Datea Business Day. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be from the Administrative Borrower (or from any authorized signatory Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Agent). The Borrowers hereby waive the right to dispute the Agent's record of the terms of any such telephonic Notice of Borrowing. The Agent and each Lender shall be entitled to rely conclusively on any authorized signatory’s Authorized Officer's authority to request a the Term Loan on behalf of the Borrowers until the Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement Term Loan shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligations to make a the Term Loan requested hereunder, nor shall the Term Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s 's obligation to make a the Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loan required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loan. (a) The Administrative Borrower shall give the Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit D E hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is five (5) Business Days prior to the Effective Date (or such shorter period as the Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the Effective Funding Date). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) the use of the proceeds of such proposed the Term Loan, and (iii) the proposed borrowing date, which must be the Effective Funding Date. The Agent and the Lenders Lender may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be from the Administrative Borrower (or from any authorized signatory Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Agent). The Borrower hereby waives the right to dispute the Agent's record of the terms of any such telephonic Notice of Borrowing. The Agent and each Lender shall be entitled to rely conclusively on any authorized signatory’s Authorized Officer's authority to request a the Term Loan on behalf of the Borrowers Borrower until the Agent receives written notice to the contrary. The None of the Agent and the Lenders shall have no any duty to verify the authenticity of the signature appearing on any the written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers Borrower shall be bound to make a borrowing in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(c2.02(b), all Loans the Term Loan under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligations to make a the Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s 's obligation to make a the Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loan required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.