Common use of Term Loans Clause in Contracts

Term Loans. No later than 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunder.

Term Loans. No later than 1:00 p.m. (New York City timea) on Subject to Section 4 hereof, the date specified in each Notice of Borrowing, each Term Lender with a Commitment of Loans (i) shall be advanced and made ratably by the relevant Tranche will make available its pro rata portion (determined Lenders in accordance with Section 2.07the Lenders’ respective Term Loan Commitments, and (ii) of each such Borrowing requested to the Term Loans shall be made by the Lenders on such date. All such amounts will be made the Closing Date but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available in U.S. Dollars on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan Chase Bank, N.A. in immediately available funds at not later than 1:00 p.m. (c) The obligations of the Notice OfficeLenders hereunder are several and not joint; therefore, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds notwithstanding anything herein to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to contrary: (i) if recovered from no Lender shall be required to make a Term Loan in excess of such Lender’s Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and Loan Commitment; (ii) if recovered from a Lender fails to make its Term Loan as or when required hereunder and the BorrowerBorrower subsequently makes a repayment on the Term Loans, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 such repayment shall be deemed split among the non-defaulting Lenders in accordance with their respective Term Loan Commitment Percentages until each non-defaulting Lender has received its Term Loan Commitment Percentage of all of the outstanding Term Loans, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) the failure of any Lender to make any Term Loan shall not in itself relieve any Term other Lender from of its obligation to make Term Loans lend hereunder or to prejudice any rights which (provided, that no Lender shall be responsible for the Borrower may have against any Term Lender as a result failure of any failure by such Xxxx Xxxxxx other Lender to make a Term Loans Loan such other Lender is obligated to make hereunder).

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of such Term Loans made by the applicable Lenders (each, a “Term Loan Lender”) ratably in accordance with their applicable Commitments, respectively; provided, however, that the failure of any Lender to make a Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000, or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.08 and 2.15 each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Lead Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 8 Eurodollar Borrowings outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m. (p.m., New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Lead Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by the Borrower respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Term Lender does will not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Xxxx Xxxxxx, Lender and the applicable Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the applicable Borrower to but excluding the date such amount is repaid to the Administrative Agent to at (i) in the Borrower until case of the date such corresponding amount is recovered by the Administrative Agentapplicable Borrower, at a rate per annum equal to the interest rate applicable at the time to the Term Loans comprising such Borrowing and (iii) if recovered from in the case of such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and to represent its cost of overnight or short term funds (ii) if recovered from the Borrower, the rate of interest applicable which determination shall be conclusive absent manifest error). If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as determined pursuant to Section 2.08. Nothing in part of such Borrowing for purposes of this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderAgreement.

Term Loans. No later than 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx XxxxxxTerm Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx XxxxxxTerm Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx Term Lender to make Term Loans hereunder.

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 p.m. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City time) on as the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the an account designated in writing by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Term Lender does will not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Xxxx Xxxxxx, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to at (i) in the Borrower until case of the date such corresponding amount is recovered by the Administrative AgentBorrower, at a rate per annum equal to the interest rate applicable to the Term Loans comprising such Borrowing at the time and (iii) if recovered from in the case of such Term Lender, for the greater of first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate and a rate determined by plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent in accordance with banking rules on interbank compensation such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (iix) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if recovered from the BorrowerBorrower pays such amount to the Administrative Agent, the rate amount so paid shall constitute a repayment of interest applicable to the relevant Borrowingsuch Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 p.m. Subject to the terms and conditions hereof and in reliance upon the representations(a) and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (New York City timethrough the Administrative Agent) on the date specified Closing Date such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in each Notice Dollars (the “Initial Term Loan”) in the aggregate principal amount of BorrowingFOUR HUNDRED TWENTY-FIVE MILLION DOLLARS ($425,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, each the “Initial Term Lender with a Commitment Loan Facility”). Upon receipt by the Administrative Agent of the relevant Tranche proceeds of the Initial Term Loan, such proceeds will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will then be made available in U.S. Dollars and in immediately available funds at to the Notice Office, and - 48- Borrower by the Administrative Agent will make all funds so received by it crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by wire transfer of crediting such funds to the account designated in writing other account(s) as directed by the Borrower). The Term Loans may consist of Alternate Base Rate Loans or LIBOR RateAdjusted Term SOFR Loans, or a combination thereof, as the Borrower (including may request in any the Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available delivered to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing prior to be the Closing Date; provided, however, that the Initial Term Loan made on such datethe Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the Administrative Agent may assume that such Term Lender has made such amount available form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date. LIBOR RateAdjusted Term SOFR Loans shall be made by each Term Loan Lender at its LIBOR Lending Officelending office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on such date of Borrowing and the Administrative Agent Term Loan may (but shall not be obligated toreborrowed. Repayment of Term Loan. (b) The principal amount of the Initial Term Loan shall be repaid in consecutive quarterly(i) installments on the last day of the fiscal quarters set forth below (and on the Term Loan Maturity Date), in reliance upon starting with the first full fiscal quarter following the Closing Date, based on the quarterly percentages of the original principal amount of the Initial Term Loan set forth on the table below (provided, however, if such assumption, make available to the Borrower a corresponding amount. If such corresponding amount payment date is not in fact made available to the Administrative Agent by a Business Day, such Xxxx Xxxxxx, the Administrative Agent payment shall be entitled to recover such corresponding amount due on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforpreceding Business Day), the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined unless accelerated sooner pursuant to Section 2.08. Nothing in this Section 2.04 7.2: Quarterly Amortization Payment Dates Amortization _ ___ Third Quarter of 2019 0.25% Fourth Quarter of 2019 0.25% First Quarter of 2020 0.25% Second Quarter of 2020 0.25% Third Quarter of 2020 0.25% Fourth Quarter of 2020 0.25% First Quarter of 2021 0.25% Second Quarter of 2021 0.25% Third Quarter of 2021 0.25% Fourth Quarter of 2021 0.25% First Quarter of 2022 0.25% Second Quarter of 2022 0.25% Third Quarter of 2022 0.25% Fourth Quarter of 2022 0.25% First Quarter of 2023 0.25% Second Quarter of 2023 0.25% Third Quarter of 2023 0.25% Fourth Quarter of 2023 0.25% First Quarter of 2024 0.25% Second Quarter of 2024 0.25% Third Quarter of 2024 0.25% Fourth Quarter of 2024 0.25% First Quarter of 2025 0.25% Second Quarter of 2025 0.25% Third Quarter of 2025 0.25% Fourth Quarter of 2025 0.25% First Quarter of 2026 0.25% Maturity Date The remaining outstanding principal of the Initial Term Loan - 49- The outstanding principal amount of the Initial Term Loan and all accrued but unpaid interest and other amounts payable with respect to the Initial Term Loan shall be deemed repaid on the Term Loan Maturity Date. Repayment of Incremental Term B-1 Loans. The principal amount of the Incremental(ii) Term B-1 Loans shall be repaid in consecutive quarterly installments on the last day of the fiscal quarters set forth below (and on the Term Loan Maturity Date) based on the quarterly percentages of the original principal amount of the Incremental Term B-1 Loan set forth on the table below (provided, however, if such payment date is not a Business Day, such payment shall be due on the preceding Business Day), unless accelerated sooner pursuant to relieve any Section 7.2: Quarterly Amortization Payment Dates Amortization Third Quarter of 2020 0.25% Fourth Quarter of 2020 0.25% First Quarter of 2021 0.25% Second Quarter of 2021 0.25% Third Quarter of 2021 0.25% Fourth Quarter of 2021 0.25% First Quarter of 2022 0.25% Second Quarter of 2022 0.25% Third Quarter of 2022 0.25% Fourth Quarter of 2022 0.25% First Quarter of 2023 0.25% Second Quarter of 2023 0.25% Third Quarter of 2023 0.25% Fourth Quarter of 2023 0.25% First Quarter of 2024 0.25% Second Quarter of 2024 0.25% Third Quarter of 2024 0.25% Fourth Quarter of 2024 0.25% First Quarter of 2025 0.25% Second Quarter of 2025 0.25% Third Quarter of 2025 0.25% Fourth Quarter of 2025 0.25% First Quarter of 2026 0.25% Maturity Date The remaining outstanding principal of the Incremental Term Lender from its obligation B-1 Loans The outstanding principal amount of the Incremental Term B-1 Loan and all accrued but unpaid interest and other amounts payable with respect to make the Incremental Term B-1 Loan shall be repaid on the Term Loan Maturity Date. Interest on a Term Loan. Subject to the provisions of Section 2.8, the Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender shall bear(c) interest as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunder.follows:

Term Loans. No later than 1:00 p.m. P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Payment Office, and the Administrative Agent will make all funds available to the Borrower at the Payment Office the aggregate of the amounts so received by it in like funds as received made available by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to timeLenders. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx XxxxxxLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the overnight Federal Funds Effective Rate for the first three days and a at the interest rate determined by the Administrative Agent in accordance with banking rules on interbank compensation otherwise applicable to such Term Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.082.09. Nothing in this Section 2.04 2.04(a) shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx Lender to make Term Loans hereunder.

Term Loans. No later than 1:00 p.m. (New York City timei) Except as required by this Agreement, the Borrower shall not voluntarily prepay or redeem any amount owing under the Term Loans except as expressly permitted pursuant to the provisions of this Section 2.02(b). (ii) At any time prior to the Term Loan Maturity Date, provided that all outstanding Exit Loans have been repaid and the Termination of the Exit Facility has occurred on the date specified of such prepayment and redemption, the Borrower may prepay and redeem all, or any portion (provided that in each Notice of Borrowing, each Term Lender with a Commitment the event of the relevant Tranche will make available its prepayment and redemption of a portion only of the Term Loans such prepayment and redemption shall be made pro rata based on the respective Principal Amounts at such time of all Term Loans at such time) of the Term Loans upon payment in Dollars for each such Loan of an amount equal to the sum of: (i) if the Borrower is seeking to repay and redeem any portion (determined of the Term Loans in an amount greater than or equal to the sum of the Notional Cash Flow Difference Amount and the Deferred Prepayment Amount then outstanding, the unpaid Deferred Prepayment Interest and unpaid Cash Flow Additional Interest, if any, payable to the Term Lenders in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to1.03(4), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the BorrowerBorrower is seeking to repay and redeem any portion of the Term Loans in an amount less than the sum of the Notional Cash Flow Difference Amount and the Deferred Prepayment Amount then outstanding, the rate of interest applicable unpaid Deferred Prepayment Interest and unpaid Cash Flow Additional Interest, if any, with respect to the relevant Borrowing, portion of the Principal Amount of the Term Loans being prepaid and redeemed. The Notional Cash Flow Difference Amount and Deferred Prepayment Amount owed on any date is reduced by the portion of the Principal Amount of the Term Loans being prepaid and redeemed as determined pursuant to Section 2.08. Nothing described in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereundersub-clause (ii) above.

Term Loans. No later than 1:00 p.m. (New York City time) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrowers a Term Loan 1 Advance in an amount not to exceed such Lender’s Term Loan 1 Commitment and a Term Loan 2 Advance in an amount not to exceed such Lender’s Term Loan 2 Commitment. The Term Loan shall be comprised of Term Loan 1 Advances in an aggregate principal amount equal to the Term Loan 1 Availability and Term Loan 2 Advances in an aggregate principal amount equal to the Term Loan 2 Availability and shall be funded by Lenders on the date specified in each Notice Closing Date, concurrently with Lenders’ funding of Borrowing, each their initial Revolver Loans. The proceeds of the Term Lender with a Loans shall be used by Borrowers solely for purposes for which the proceeds of the Revolver Loans are authorized to be used. The Term Loan 1 Commitment and Term Loan 2 Commitment of each Lender shall expire on the relevant Tranche will make available funding by such Lender of its pro rata portion (determined in accordance Term Loan 1 Advance and Term Loan 2 Advance, respectively. Borrowers shall not be entitled to reborrow any amounts repaid with Section 2.07) of each such Borrowing requested respect to be made on such datethe Term Loan Advances. All such amounts will of the Term Loan Advances shall bear interest as set forth in Section 3.1 hereof. All of the Term Loan 1 Advances shall initially be made Base Rate Loans unless otherwise instructed by Borrower Agent at least three (3) days prior to the Closing Date. All of the Term Loan 2 Advances shall be LIBOR Loans. Each Lender shall make its Term Loan Advances available in U.S. Dollars and to Administrative Agent in immediately available funds at funds, to such account of Administrative Agent as Administrative Agent may designate, not later than 12:00 noon on the Notice OfficeClosing Date. After Administrative Agent’s receipt of the proceeds of such Term Loan Advances, and upon satisfaction of the Administrative Agent will make all funds so received by it conditions precedent set forth in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Section 11 hereof, Administrative Agent shall have been notified make the proceeds of all such Term Loan Advances available to Borrowers on the Closing Date by transferring same day funds equal to the proceeds of such Term Loan Advances received by Administrative Agent to an account designated by Borrowers in writing. Term Notes. Borrowers shall execute and deliver to Administrative Agent on behalf of each Lender, on the Closing Date, promissory notes substantially in the form of Exhibit B attached hereto and made a part hereof (such promissory notes, together with any new notes issued pursuant to Section 14.3.2 upon the assignment of any portion of any Lender’s Term Lender prior Loan Advances, being hereinafter referred to collectively as the “Term Notes” and each of such promissory notes being hereinafter referred to individually as a “Term Note”), to evidence such Lender’s Term Loan 1 Advance and Term Loan 2 Advance to Borrowers, in the original principal amount equal to the amount of such Lender’s Term Loan 1 Commitment and Term Loan 2 Commitment, respectively. Each Term Note shall be dated the Closing Date (or the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing applicable Assignment and the Administrative Agent may (but Acceptance) and shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater provide for payment of the Federal Funds Effective Rate and a rate determined by the Administrative Agent Term Loan Advances evidenced thereby as specified in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunder5.3 hereof.

Term Loans. No later than 1:00 p.m. (New York City timea) Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (a “Term Loan”) in U.S. dollars to the Borrower on the date specified Closing Date in each Notice of Borrowing, each an amount not to exceed the Term Lender with a Commitment of such Lender. Subject to Section 2.1.3(b), the relevant Tranche will make available its pro rata portion Term Loans may from time to time be (a) Eurodollar Advances or (b) Floating Rate Advances or (c) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with Section 2.072.7. (b) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and The Borrower shall give the Administrative Agent will make all funds so received by it in like funds as irrevocable notice (which notice must be received by the Administrative Agent by wire transfer prior to 10:00 a.m., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Floating Rate Advances. Upon receipt of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless notice the Administrative Agent shall have been notified by any promptly notify each Term Lender prior to thereof. Not later than 12:00 Noon, New York City time, on the date of any Borrowing that such Closing Date each Term Lender does not intend to shall make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing at the Funding Office an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such date, office of the Administrative Agent may assume that such Term Lender has made such amount available to with the Administrative Agent on such date aggregate of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact amounts made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent Term Lenders in immediately available funds. (c) The undrawn portion of each Lender’s Term Commitment shall be entitled to recover such corresponding amount expire at the end of the day on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Closing Date. (d) The Borrower shall immediately pay such corresponding amount repay the Term Loans in consecutive quarterly installments of $5,000,000, subject to Section 2.11(b), on the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect last day of each day from fiscal quarter, commencing on its first complete fiscal quarter after the date such corresponding amount was made available by Closing Date, with the Administrative Agent to unpaid balance due on the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater Loan Maturity Date. Amounts prepaid or repaid on account of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereundernot be reborrowed.

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 p.m. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City time) on as the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the an account designated in writing by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Term Lender does will not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Xxxx Xxxxxx, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to at (i) in the Borrower until case of the date such corresponding amount is recovered by the Administrative AgentBorrower, at a rate per annum equal to the interest rate applicable to the Term Loans comprising such Borrowing at the time and (iii) if recovered from in the case of such Term Lender, for the greater of first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate and a rate determined by plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent in accordance with banking rules on interbank compensation such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (iix) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if recovered from the BorrowerBorrower pays such amount to the Administrative Agent, the rate amount so paid shall constitute a repayment of interest applicable to the relevant Borrowingsuch Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 p.m. On the Revolving Commitment Termination Date (New York City timeunless such date shall occur as a result of clause (c) on of the date specified in each definition thereof) and upon receipt of a Notice of BorrowingTerm-Out no less than three (3) days prior to the Revolving Commitment Termination Date, each outstanding Revolving Loan will convert into a Term Lender Loan of like amount. No amounts paid or prepaid with a Commitment respect to the Term Loan may be reborrowed; provided, however, that Term Loans may be converted and continued, at the election of Borrower, if not earlier prepaid, through the Maturity Date. Eurodollar Loans for which the Interest Period shall not have terminated as of the relevant Tranche will make available its pro rata portion (determined in Revolving Commitment Termination Date shall be continued as Eurodollar Loans for the applicable Interest Period and ABR Loans shall be continued as ABR Loans after the Revolving Commitment Termination Date, unless Borrower shall have elected otherwise by delivery of a Borrowing Request. In accordance with Section 2.07) of each such Borrowing requested 2.7, Borrower may elect to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds convert Borrowings pursuant to the account designated Term Commitments into Borrowings of a different Type or to continue such Borrowings and, in writing by the case of a Eurodollar Borrowing, may elect Interest Periods therefor; provided that Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available entitled to elect to convert or continue any Borrowings if the Borrower a corresponding amountInterest Period requested with respect thereto would end after the Maturity Date. If such corresponding amount is Any principal repayments received on the Revolving Commitment Termination Date for Revolving Loans not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent converted into Term Loans shall be entitled applied first to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforABR Loans and, the Administrative Agent shall promptly notify the Borrower and the after ABR Loans have been paid in full, to Eurodollar Loans, unless Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by have otherwise instructed the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrowerwriting. Upon a Lender’s Revolving Loans being converted into Term Loans, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 such Lender shall be deemed to relieve any Term Lender from its obligation have no further Commitment to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderadditional Loans.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (b) Subject to Sections 2.10 and 2.11, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m. 12:00 (noon), New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received to an account as directed by it Borrower in like funds as received by the applicable Borrowing Request maintained with the Administrative Agent by wire transfer of or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by the Borrower respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date (in the case of any Eurodollar Borrowing), and at least 2 hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Term Lender does will not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on at the time of such date of Borrowing in accordance with paragraph (c) above, and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, each of such Xxxx Xxxxxx, Lender and Borrower severally agrees to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent, Agent at a rate per annum equal to (i) if recovered from in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Term Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable compensation. If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Term Loan Maturity Date or Incremental Term Loan Maturity Date, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderapplicable.

Term Loans. No later than 1:00 p.m. On the Mandatory Prepayment Date, (New York City timeA) the Borrower shall pay to the Administrative Agent the aggregate amount necessary to prepay that portion of the outstanding Term Loans in respect of which Tranche B Lenders have accepted prepayment as described above (such Lenders, the "Accepting Lenders"), and such amount shall be applied pro rata to reduce the Tranche B Repayment Amounts with respect to each Accepting Lender in the manner described in paragraph (iv) below, (B) the Borrower shall pay to the Administrative Agent an amount equal to 50% of the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders, and such amount shall be applied to reduce the Tranche A Repayment Amounts in the manner described in paragraph (iii) below; provided that if, after giving effect to the prepayment of Tranche A Term Loans pursuant to Section 5.02(a)(i), no Tranche A Term Loans remain outstanding on the date specified in each Notice of Borrowingsuch Prepayment Event (or to the extent the amount required to be applied pursuant to clause (B) above exceeds the aggregate principal amount of outstanding Tranche A Term Loans on such date), each Term Lender with a Commitment the Revolving Credit Commitments shall be reduced by an amount equal to the portion of the relevant Tranche will make available its pro rata portion B Prepayment Amount that otherwise would have been used to prepay Tranche A Term Loans under this clause (determined B) in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office4.3(b), and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds amount shall be applied, to the account designated in writing extent required by the Borrower (including in any Notice of Borrowing) from time Section 5.2(b), to time. Unless the Administrative Agent shall have been notified by any Term Lender prior repay Swingline Loans or Revolving Credit Loans or to the date of any Borrowing that such Term Lender does not intend to make available pay cash security to the Administrative Agent such Xxxx Xxxxxx’s with any excess amount to be retained by the Borrower and (C) the Borrower shall be entitled to retain the remaining 50% of the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders; provided, however, that in the event of any Borrowing to be made on such datePrepayment Event that is a Permitted Mortgage Financing, (x) the Administrative Agent may assume that such Term Lender has made such amount available Borrower shall, in lieu of complying with the provisions of clause (B) above, pay to the Administrative Agent an amount equal to 75% of the portion of the Tranche B Repayment Amount not accepted by the Accepting Lenders in respect of such Permitted Mortgage Financing, and such amount shall be applied to reduce the Tranche A Repayment Amounts in the manner described in paragraph (iii) below; provided that if, after giving effect to the prepayment of Tranche A Term Loans pursuant to Section 5.2(a)(i), no Tranche A Term Loans remain outstanding on the date of such Prepayment Event (or to the extent the amount required to be applied pursuant to clause (x) above exceeds the aggregate principal amount of outstanding Tranche A Term Loans on such date of Borrowing and the Administrative Agent may (but shall not be obligated todate), in reliance upon such assumption, make available the Revolving Credit Commitments shall be reduced by an amount equal to the Borrower a corresponding amount. If portion of the Tranche B Prepayment Amount that otherwise would have been used to prepay Tranche A Term Loans under clause (x) above in accordance with Section 4.3(b), and such corresponding amount is not in fact made available shall be applied, to the extent required by Section 5.2(b), to repay Swingline Loans or Revolving Credit Loans or to pay cash security to the Administrative Agent with any excess to be retained by such Xxxx Xxxxxxthe Borrower, and (y) the Administrative Agent Borrower shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does retain the remaining 25% of the portion of the Tranche B Prepayment Amount not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available accepted by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderAccepting Lenders.

Term Loans. No later than 1:00 p.m. 3:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.072.08) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Payment Office, and the Administrative Agent will make all funds available to the Borrower at the Payment Office the aggregate of the amounts so received by it in like funds as received made available by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to timeTerm Lenders. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the overnight Federal Funds Effective Rate for the first three days and a at the interest rate determined by the Administrative Agent in accordance with banking rules on interbank compensation otherwise applicable to such Term Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.082.07. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunder.

Term Loans. No later than 1:00 p.m. Any Incremental Revolving Credit Commitments, Incremental Term Loan Commitments, Reinstated Revolving Credit Commitments or Tranche B-3 Term Loan Commitments are sometimes referred to herein as “New Commitments”. The notice in respect of any such request shall specify (A) the date (each, a “New York City timeEffective Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than five Business Days after the date specified in on which such notice is delivered to the Agent (or such shorter period as the Agent may agree) and (B) the identity of each Notice Lender or Affiliate or Approved Fund of Borrowinga Lender or other Person that is consented to by the Agent (such consent not to be unreasonably withheld or delayed) to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided, each Term that any Lender with approached to provide all or a Commitment portion of the relevant Tranche will make available New Commitments may elect or decline, in its pro rata portion sole discretion, to provide such Commitment. Such New Commitments shall become effective as of the applicable New Effective Date; provided that (determined in accordance with Section 2.071) no Default or Event of each such Borrowing requested to be made Default shall exist on such date. All New Effective Date before or after giving effect to such amounts will be made available New Commitments; (2) in U.S. Dollars the case of Incremental Revolving Credit Commitments and in immediately available funds at Incremental Term Loan Commitments only, on such New Effective Date, after giving pro forma effect to the Notice Office, funding of all Loans under such Incremental Revolving Credit Commitments and the Administrative Agent will make application of the proceeds thereof as if such Loans were incurred and the proceeds thereof so applied on the first day of the most recently ended four full fiscal quarter period for which internal financial statements are available (assuming for this purpose that all funds so received by it in like funds as received loans committed thereunder had been fully funded on the first day of such period) and giving pro forma effect to all acquisitions made by the Administrative Agent by wire transfer Co-Borrowers and their Subsidiaries at any time during such four fiscal quarter period or at any time thereafter as if such acquisitions had been completed on the first day of such funds to the account designated in writing by period, the Borrower could incur $1.00 of additional Indebtedness under Section 6.01(a) as of such New Effective Date (including in any Notice of Borrowing) from time to time. Unless and for this purpose the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith rely conclusively upon a certificate as to satisfaction of the Administrative Agent’s demand therefor, condition set forth in this clause (2) delivered to it by a Financial Officer of the Administrative Agent Borrower); (3) the New Commitments shall promptly notify be effected pursuant to one or more New Facility Joinder Agreements executed and delivered by the Borrower to the Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.15(e); (4) the Co-Borrowers shall make any payments required pursuant to Section 2.14 in connection with any such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments; and (5) the Borrower shall immediately pay deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such corresponding amount transaction. Any Term Loans made pursuant to Incremental Term Loan Commitments or Tranche B-3 Term Loan Commitments that become effective on a New Effective Date (and any Term Loans the Administrative Agent. The Administrative Agent also maturity of which is extended pursuant to an Extension Agreement) shall be entitled to recover on demand from such designated a separate series (a “Series”) of Term Lender or Loans for all purposes of this Agreement (and, for the Borrower interest on such corresponding amount in respect avoidance of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lenderdoubt, the greater Tranche B-1 Term Loans are hereby designated a separate Series and the Tranche B-2 Term Loans are hereby designated a separate Series). Once any New Commitments become effective as of the Federal Funds their respective New Effective Rate and a rate determined by the Administrative Agent Dates in accordance with banking rules on interbank compensation this Section 2.24(a), extensions of credit may be made thereunder in accordance with the terms of the applicable New Facility Joinder Agreement without any additional conditions thereto provided that, with respect to each such extension of credit, each of the conditions set forth in Sections 4.01(b) and (iic) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall must be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereundersatisfied.

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 p.m. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City time) on as the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the an account designated in writing by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Term Lender does will not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Xxxx Xxxxxx, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to at (i) in the Borrower until case of the date such corresponding amount is recovered by the Administrative AgentBorrower, at a rate per annum equal to the interest rate applicable to the Term Loans comprising such Borrowing at the time and (iii) if recovered from in the case of such Term Lender, for the greater of first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate and a rate determined by plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent in accordance such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with banking rules on interbank compensation respect thereto would end after the(i) with respect to the Non-Extended Term Loans, the Non-Extended Term Loan Maturity Date, and (ii) if recovered from with respect to the BorrowerExtended Term Loans, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Extended Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 p.m. (New York City time) The Borrower shall repay to the Lenders on the date specified in each Notice Term Loan Facility Maturity Date the aggregate principal amount of Borrowing, each all Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be Loans made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made capitalized as principal outstanding on such date, the Administrative Agent may assume that such Term Lender has made such amount available subject to any subordination terms set forth herein. (a) Subject to the Administrative Agent on such date provisions of Borrowing and the Administrative Agent may subsection (but b) below, (i) each Eurocurrency Rate Loan shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower bear interest on such corresponding the outstanding principal amount in respect of thereof for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans; and (iv) on and after the Amendment No. 16 Effective Date, each Term Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Fixed Rate. (i) if recovered from If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such Term Lenderamount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Requirements of Law. (i) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Requirements of Law. (ii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses 2.08(b)(i) and (b)(ii) above), the greater Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Requirements of Law. (iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon the demand of the Federal Funds Effective Rate Administrative Agent. (c) Interest on each Loan shall be due and a rate determined by the Administrative Agent payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with banking rules on interbank compensation the terms hereof before and (ii) if recovered from after judgment, and before and after the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result commencement of any failure by such Xxxx Xxxxxx to make Term Loans hereunderproceeding under any Debtor Relief Law.

Term Loans. No later On the Revolving Commitment Termination Date (unless such date shall occur as a result of clause (c) of the definition thereof) and upon receipt of a Borrowing Request no less than 1:00 p.m. ten (New York City time10) on days prior to the date specified in each Notice of BorrowingRevolving Commitment Termination Date, each outstanding Revolving Loan will convert into a Term Lender Loan of like amount. No amounts paid or prepaid with a Commitment respect to the Term Loan may be reborrowed; provided, however, that Loans may be converted and continued, at the election of Borrower, if not earlier prepaid, through the Maturity Date. Eurodollar Loans for which the Interest Period shall not have terminated as of the relevant Tranche will make available its pro rata portion (determined in Revolving Commitment Termination Date shall be continued as Eurodollar Loans for the applicable Interest Period and ABR Loans shall be continued as ABR Loans after the Revolving Commitment Termination Date, unless Borrower shall have elected otherwise by delivery of a Borrowing Request. In accordance with Section 2.07) of each such Borrowing requested 2.7, Borrower may elect to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds convert Borrowings pursuant to the account designated Term Commitments into Borrowings of a different Type or to continue such Borrowings and, in writing by the case of a Eurodollar Borrowing, may elect Interest Periods therefor; provided that Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available entitled to elect to convert or continue any Borrowings if the Borrower a corresponding amountInterest Period requested with respect thereto would end after the Maturity Date. If such corresponding amount is Any principal repayments received on the Revolving Commitment Termination Date for Revolving Loans not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent converted into Term Loans shall be entitled applied first to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforABR Loans and, the Administrative Agent shall promptly notify the Borrower and the after ABR Loans have been paid in full, to Eurodollar Loans, unless Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by have otherwise instructed the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrowerwriting. Upon a Lender making such Term Loan, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 such Lender shall be deemed to relieve any Term Lender from its obligation have no further Commitment to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderadditional Loans.

Term Loans. No later than 1:00 p.m. P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Payment Office, and the Administrative Agent will make all funds available to the Borrower at the Payment Office the aggregate of the amounts so received by it in like funds as received made available by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to timeLenders. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx XxxxxxLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the overnight Federal Funds Effective Rate for the first three days and a at the interest rate determined by the Administrative Agent in accordance with banking rules on interbank compensation otherwise applicable to such Term Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.082.09. Nothing in this Section 2.04 2.04(a) shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx Lender to make Term Loans hereunder.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Lender to make such Term Loan and Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than three Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m. (11:00 a.m., New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received to an account as directed by it Borrower in like funds as received by the applicable Borrowing Request maintained with the Administrative Agent by wire transfer of or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by the Borrower respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Term Lender does will not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Xxxx Xxxxxx, Lender agrees to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent, Agent at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable compensation. If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as determined part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to Section 2.08. Nothing in this Section 2.04 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be deemed entitled to relieve any Term Lender from its obligation to make Term Loans hereunder request, or to prejudice elect to convert or continue, any rights which Borrowing if the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderInterest Period requested with respect thereto would end after the Final Maturity Date.

Term Loans. No later than 1:00 p.m. (New York City timea) The Original Term Loans were made to the Borrower on the date specified in each Notice of BorrowingClosing Date. The Incremental Term Loans were made to the Borrower on the Second Amendment Effective Date. Subject to the terms and conditions hereof, each Replacement Term Lender with severally agrees to make a term loan (or, in the case of a Continuing Term Lender, pursuant to clause (b) of this Section, to elect to convert all of such Continuing Term Lender’s Original Term Loans and Incremental Term Loans) (collectively, the “Replacement Term Loans”) to the Borrower on the Third Amendment Effective Date in an amount not to exceed the amount of the Replacement Term Loan Commitment of the relevant Tranche will make available its pro rata portion (such Lender. The Replacement Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time and notified to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules Sections 2.2 and 2.10. (b) In connection with the making of the Replacement Term Loans pursuant to clause (a) above, by delivering notice to the Administrative Agent 2 Business Days prior to the Third Amendment Effective Date, any Continuing Term Lender may elect to make all of such Lender’s Replacement Term Loan requested by the Borrower in accordance with Section 2.2 to be made on interbank compensation the Third Amendment Effective Date by converting all of the outstanding principal amount of the Original Term Loans and the Incremental Term Loans held by such Lender into Replacement Term Loans (ii) if recovered from each, a “Converted Term Loan”). On the BorrowerThird Amendment Effective Date, the rate Converted Term Loans shall be converted for all purposes of interest applicable this Agreement into Replacement Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Replacement Term Loans. Any written notice to the relevant Borrowing, as determined Administrative Agent delivered by an applicable Lender pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any specify the amount of such Lender’s Replacement Term Lender from its obligation to make Loan Commitment and the principal amount of the Original Term Loans hereunder or to prejudice any rights which and the Borrower may have against any Incremental Term Lender as a result of any failure Loans held by such Xxxx Xxxxxx Lender that are to make be converted into Replacement Term Loans. From and after the Third Amendment Effective Date, Converted Term Loans hereundershall constitute Replacement Term Loans for all purposes of this Agreement. (c) Notwithstanding any provision of this Agreement, the provisions of Sections 2.16, 2.17, 2.18 and 10.5 as in effect immediately prior to the Third Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Third Amendment Effective Date.”

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 p.m. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City time) on as the date specified in each Notice of Borrowing, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the an account designated in writing by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Term Lender does will not intend to make available to the Administrative Agent such Xxxx XxxxxxLender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Xxxx Xxxxxx, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to at (i) in the Borrower until case of the date such corresponding amount is recovered by the Administrative AgentBorrower, at a rate per annum equal to (i) if recovered from the interest rate applicable to the Term Loans comprising such Term Lender, Borrowing at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation time and (ii) if recovered from in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the rate amount so paid shall constitute a repayment of interest applicable to the relevant Borrowingsuch Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 p.m. (New York City timeAll Term Loans stipulated by the applicable Borrower(s) on in the date specified in each Notice of BorrowingOffer Document. The Purchase Offer The Purchaser may offer to purchase from Lenders for cash, each Term Lender with a Commitment at any time prior to December 31, 2009, any and all of the Term Loans that are specified by the applicable Borrower(s) in the Offer Document (each, as set forth herein, a “Purchase Offer”). The Purchaser may make a Purchase Offer to purchase Term Loans denominated in any one currency without making a Purchase Offer to purchase Term Loans denominated in any other currency. In the event that the aggregate principal amount of Term Loans for which validly tendered Sale Offers (defined below) have been received is equal to or less than the relevant Tranche Maximum Offer Amount, the Purchaser will make available its pro rata portion purchase all Term Loans validly tendered (determined in accordance with Section 2.07without proration) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, respective applicable Bid Price (defined below) for each tendering Lender (each a “Participating Lender” and collectively the Administrative Agent will make all funds so received by it in like funds as received by “Participating Lenders”). In the Administrative Agent by wire transfer event that the aggregate principal amount of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall Term Loans for which validly tendered Sale Offers have been notified by any Term Lender prior to received exceeds the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such daterelevant Maximum Offer Amount, the Administrative Agent may assume that such Purchaser will purchase all Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to Loans tendered (i) if recovered from such Term Lenderbelow the Threshold Price, without proration at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation applicable Bid Price and (ii) if recovered from at the BorrowerThreshold Price, on a pro rata basis up to the Maximum Offer Amount at the Threshold Price. Maximum Offer Amount The maximum offer amount (the “Maximum Offer Amount”) with respect to any Purchase Offer shall be (a) in the case of Purchase Offers contained in the initial Offer Document, the rate aggregate amount specified in the Offer Document as the amount of interest cash that the Purchaser is willing to spend to purchase Term Loans denominated in any single currency and (b) in the case of Purchase Offers contained in subsequent Offer Documents, the aggregate stated principal amount of Term Loans denominated in any single currency that the Purchaser is willing to purchase for cash, as specified in such Offer Document. Buy Back Cap No more than $100,000,000 in aggregate stated principal amount of Term Loans may be purchased by the Purchasers in total pursuant to all Purchase Offers. Threshold Price The Purchaser shall conduct its Purchase Offers for Term Loans through a Modified Dutch Auction pursuant to which each Participating Lender shall select the price, within a price range specified by the applicable Borrower(s) in the Offer Document, at which such Participating Lender is willing to sell its Term Loans. The Purchaser will not have any obligation to purchase any Term Loans outside of the range specified by the applicable Borrower(s) in the Offer Document nor will any such Sale Offers (as defined below) tendered outside such range be considered in any calculation of the Threshold Price or satisfaction of the Maximum Offer Amount. The Administrative Agent, in consultation with the Purchaser, will select the lowest purchase price for each Purchase Offer of Term Loans denominated in a single currency (the “Threshold Price”), that will allow the Purchaser to purchase the Maximum Offer Amount for such Term Loans. Setting the Bid Price Each Participating Lender must indicate in its (i) sale offer (“Sale Offer”) and (ii) Buyback Assignment Agreement the price (the “Bid Price”) (in multiples of $5, £5 or €5 per $1,000, £1,000, or €1,000, as applicable, stated principal amount) at which such Lender wishes to offer Term Loans denominated in a single currency for sale to the relevant BorrowingPurchaser. No Participating Lender is required to tender all of its Term Loans denominated in a single currency at a single price; each Participating Lender may tender different portions of its Term Loans denominated in a single currency at different prices; provided that to the extent a Participating Lender tenders different portions of its Term Loans at different prices as provided above, each such tender will constitute a separate Sale Offer, which will not be contingent on any other Sale Offers by such Participating Lender; provided, further, no Participating Lender may offer to sell Term Loans denominated in a single currency in an amount that exceeds the aggregate principal amount of Term Loans held by such Participating Lender. Expiration Time 1:00 P.M. New York time on the date stipulated by the Borrower in the Offer Document when each applicable Purchase Offer will expire, as determined such Expiration Time may be extended pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which 9.1(a)(ii)(H) of the Borrower may have against any Term Lender as a result of any failure by such Xxxx Xxxxxx to make Term Loans hereunderCredit Agreement.

Term Loans. No later than 1:00 p.m. (New York City timei) on Subject to the date specified terms and conditions set forth in each Notice of Borrowingthis Agreement, each Term Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend Loan A Lenders severally agrees to make available to the Administrative Agent such Xxxx Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Xxxx Xxxxxx, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by Loan A Loans through the Administrative Agent to the Borrower until on the date such corresponding Agreement Effective Date up to the amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from of such Term Loan A Lender’s Term Loan A Commitment, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 which Term Loan A Loans shall be deemed to relieve any evidenced by Notes. Any Advances of Term Lender from its obligation to make Term Loan A Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender made as a result of any failure by such Xxxx Xxxxxx increase in the Term Loan A Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender which elects to increase its or acquire a Term Loan A Commitment pursuant to Section 2.23 severally and not jointly agrees to make a Term Loan A Loan to the Borrower in an amount equal LEGAL02/41239043v9 to (a) with respect to any existing Term Loan A Lender, the amount by which such Term Loan A Lender’s Term Loan A Commitment increases on the applicable Commitment Increase Date and (b) with respect to any new Term Loan A Lender, the amount of such new Lender’s Term Loan A Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date of any Term Loan A Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan A Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan A Loans hereunderset forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan A Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. (ii) Any Advances of Term Loan B Loans made as a result of the establishment of, or any increase in, the Term Loan B Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender which elects to increase its or acquire a Term Loan B Commitment pursuant to Section 2.23 severally and not jointly agrees to make an Advance of a Term Loan B Loan through Administrative Agent to the Borrower in an amount equal to (a) with respect to any existing Term Loan B Lender, the amount by which such Term Loan B Lender’s Term Loan B Commitment increases on the applicable Commitment Increase Date and (b) with respect to any new Term Loan B Lender, the amount of such new Lender’s Term Loan B Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date of any Term Loan B Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan B Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan B Loans set forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan B Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due.