Common use of The Term Borrowing Clause in Contracts

The Term Borrowing. On the Restatement Effective Date, (i) each Term Lender is severally holding a single term loan made to the Borrower pursuant to the Existing Credit Agreement (each an “Existing Term Loan”) and, (ii) subject to the terms and conditions set forth herein, each Term Lender with a Term Commitment as of the Restatement Effective Date greater than its Existing Term Loan, severally agrees to make a single loan to the Borrower in an aggregate amount, together with such Term Lender’s Existing Term Loan, not to exceed such Term Lender’s Term Commitment; provided that after giving effect to any such Borrowing and the application of the proceeds thereof to repay a portion of the Existing Term Loan of each Term Lender with an Existing Term Loan in excess of its Term Commitment as of the Restatement Effective Date in an amount equal to such excess, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by a Term Lender shall not exceed such Term Lender’s Term Commitment. Each such term loan (including each Existing Term Loan) shall constitute a term loan under this Agreement (each, a “Term Loan”). Any Term Loan repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, LIBOR Floating Rate Loans or Eurodollar Rate Loans, as further provided herein.

The Term Borrowing. On the Restatement Effective Date, (i) each Term Lender is severally holding a single term loan made to the Borrower pursuant to the Existing Credit Agreement (each an “Existing Term Loan”) and, (ii) subject to the terms and conditions set forth herein, each Term Lender with a Term Commitment as of the Restatement Effective Date greater than its Existing Term Loan, severally agrees to make a single loan to the Borrower in an aggregate amount, together with such Term Lender’s Existing Term Loan, not to exceed such Term Lender’s Term Commitment; provided that after giving effect to any such Borrowing and the application of the proceeds thereof to repay a portion of the Existing Term Loan of each Term Lender with an Existing Term Loan in excess of its Term Commitment as of the Restatement Effective Date in an amount equal to such excess, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by a Term Lender shall not exceed such Term Lender’s Term Commitment. Each such term loan (including each Existing Term Loan) shall constitute a term loan under this Agreement (each, a “Term Loan”). Any Term Loan repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, LIBOR Floating Rate Loans or Eurodollar Rate Loans, as further provided herein. Borrowings, Conversions and Continuations of Committed Loans . (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all of the Appropriate Lenders, and if such requested Interest Period has not been consented to by all the Appropriate Lenders, then the related Committed Loan Notice shall be deemed to be canceled and of no further effect. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a minimum principal amount of $2,500,000. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a minimum principal amount of $500,000. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

The Term Borrowing. On the Restatement Effective Date, (i) each Term Lender is severally holding a single term loan made to the Borrower pursuant to the Existing Credit Agreement (each an “Existing Term Loan”) and, (ii) subject Subject to the terms and conditions set forth herein, each Term Lender with a Term Commitment as of the Restatement Effective Date greater than its Existing Term Loan, severally agrees to make a single loan to the Borrower on the Closing Date in an aggregate amount, together with such Term Lender’s Existing Term Loan, amount not to exceed such Term Lender’s Term Commitment; provided that after giving effect to any such Borrowing and the application of the proceeds thereof to repay a portion of the Existing Term Loan of each Term Lender with an Existing Term Loan in excess of its Term Commitment as of the Restatement Effective Date Closing Date, in an amount equal to such excess, (x) the aggregate Outstanding Amount amount for all Lenders of all $300,000,000 (the “Term Loans Loan Advance”). The Term Borrowing shall not exceed the Term Facility and (y) the Outstanding Amount consist of all Term Loans made simultaneously by a the Term Lender shall not exceed such Lenders in accordance with their respective Applicable Term Lender’s Term CommitmentCommitment Percentage. Each such term loan (including each Existing Term Loan) shall constitute a term loan Amounts borrowed under this Agreement (each, a “Term Loan”). Any Term Loan Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, LIBOR Floating as further provided herein. (ii) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to re-advance to the Borrower on the Amendment No. 1 Effective Date in an amount not to exceed such Term Lender’s Term Commitment with respect to the Amendment No. 1 Term Loan Advance, in the aggregate amount for all Lenders, of $11,250,000 (the “Amendment No. 1 Term Loan Advance”) such that the outstanding amount of the Term Loans on the Amendment No. 1 Effective Date shall be $300,000,000. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Term Commitment Percentage. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.”