Common use of The Term Loans Clause in Contracts

The Term Loans. Subject to the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally (and not jointly) agrees to make Initial Term Loans to the Borrower in Dollars from time to time on any Business Day during the Delayed Draw Availability Period; provided that (a) the principal amount of each Initial Term Loan made by any Lender will not exceed such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting the requirements set forth in Section 2.2, the Borrower must deliver notice to the Administrative Agent at least five (5) Business Days prior to any applicable Funding Date of the Borrower’s intention to make a Borrowing of Initial Term Loans pursuant to this Section 2.1 on such Funding Date; (c) the aggregate principal amount of Initial Term Loans to be made on any Funding Date must equal or exceed $25,000,000; and (d) the aggregate principal amount of all Initial Term Loans made pursuant to this Section 2.1 may not exceed $125,000,000 unless, after giving effect to the applicable Borrowing, the Borrower shall have fully drawn all Initial Term Loan Commitments in effect as of immediately prior to such Borrowing. Each Borrowing of Initial Term Loans shall consist of Initial Term Loans made simultaneously by the Lenders in accordance with their respective Initial Term Loan Commitments. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Term Loans or Eurodollar Rate Term Loans as further provided herein. The Initial Term Loans funded on each Funding Date will be funded with original issue discount of 1.00% (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each Initial Term Loan and interest shall accrue on 100% of the principal amount of the Initial Term Loans, in each case as provided herein).

The Term Loans. Subject to the terms and conditions set forth herein, : (i) each Lender with an Initial Term Loan Commitment severally (and not jointly) agrees to make its portion of the Initial Term Loans to the Borrower in Dollars from time on the Closing Date in a principal amount equal to time such Lender’s Initial Term Loan Commitment; and (ii) on any Business Day during each applicable Delayed Draw Funding Date, each Lender severally agrees to make its pro rata portion of the Delayed Draw Availability Period; provided that (a) the Term Loans requested to be made on such Delayed Draw Funding Date pursuant to Section 2.02 in a principal amount not to exceed its Delayed Draw Commitment. The Commitment of each Lender to fund the Initial Term Loan made Loans on the Closing Date shall expire upon the funding by any such Lender will not exceed of the Initial Term Loans in an aggregate amount equal to such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting on the requirements set forth in Section 2.2, Closing Date. The Delayed Draw Commitment of each Lender to fund the Borrower must deliver notice to Delayed Draw Term Loans shall expire upon the Administrative Agent at least five (5) Business Days prior to any applicable Delayed Draw Commitment Termination Date and the Delayed Draw Commitment of each Lender shall be reduced on a dollar for dollar basis on each Delayed Draw Funding Date of by the Borrower’s intention to make a Borrowing of Initial Term Loans pursuant to this Section 2.1 on such Funding Date; (c) the aggregate principal amount of Initial the Delayed Draw Term Loans funded by such Lender on such Delayed Draw Funding Date. Subject to be made on any Funding Date must equal or exceed $25,000,000; and (d) the aggregate principal amount of all Initial Term Loans made pursuant to this Section 2.1 may not exceed $125,000,000 unless3.03, after giving effect to the applicable Borrowing, the Borrower shall have fully drawn all Initial Term Loan Commitments in effect as of immediately prior to such Borrowing. Each Borrowing of Initial Term Loans shall consist of Initial Term Loans made simultaneously by the Lenders in accordance with their respective Initial Term Loan Commitmentsbe SOFR Loans. Amounts borrowed under this Section 2.1 2.01(a) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Term Loans or Eurodollar Rate Term Loans as further provided herein. The Initial Term Loans funded on each Funding Date will be funded with original issue discount of 1.00% (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each Initial Term Loan and interest shall accrue on 100% of the principal amount of the Initial Term Loans, in each case as provided herein).

The Term Loans. Subject to the terms and conditions set forth herein, on the Effective Date, (a) all of the Existing Loans held by the Lenders in the amounts set forth on Schedule 2.01 under the column headed “Existing Loans” shall be treated as Term Loans hereunder (subject to reduction in connection with the Effective Date Reduction Amount as contemplated below), (b) each Replacement Lender with an Initial Term Loan Commitment severally (and not jointly) agrees to make Initial Term Loans to the Borrower in Dollars from time to time on any Business Day during the Delayed Draw Availability Period; provided that (a) the principal amount of each Initial a Term Loan made by any on the Effective Date in the amount set forth on Schedule 2.01 under the column headed “Replacement Term Loans” (subject to reduction in connection with the Effective Date Reduction Amount as contemplated below), (c) The Royal Bank of Scotland plc and each Lender under the Existing Credit Agreement which is not a party hereto will receive payment in full of its Existing Loans, and (d) each other Lender will not exceed such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting receive the requirements payment of its Existing Loans set forth in Section 2.2, on Schedule 2.01 (subject to adjustment in connection with the Borrower must deliver notice to the Administrative Agent at least five (5) Business Days prior to any applicable Funding Effective Date of the Borrower’s intention to make a Reduction Amount as contemplated below). The Borrowing of Initial Term Loans pursuant made on the Effective Date will be deemed a Eurodollar Rate Loan with a one-month Interest Period. Giving effect to this Section 2.1 on such Funding Date; (c) these transactions, the aggregate principal amount of Initial the unpaid Term Loans to shall be made on any Funding $900,000,000 less the amount (the “Effective Date must equal or exceed $25,000,000; and (dReduction Amount”) by which the initial aggregate principal amount of all Initial Term Loans made pursuant to this Section 2.1 may not Indebtedness under the First Lien Notes and the Second Lien Notes shall exceed $125,000,000 unless, 1,100,000,000 on and after giving effect to the applicable BorrowingEffective Date. To the extent that the Effective Date Reduction Amount is greater than zero, such amount shall be applied on the Borrower shall have fully drawn all Initial Term Loan Commitments in effect as Effective Date to reduce the principal amount of immediately prior to such Borrowing. Each Borrowing of Initial the Term Loans shall consist of Initial the Lenders on a pro rata basis. Term Loans made simultaneously by the Lenders in accordance with their respective Initial Term Loan Commitments. Amounts borrowed under this Section 2.1 and which are repaid or prepaid following the Effective Date may not be reborrowed. Initial Term Loans may be Base Rate Term Loans or Eurodollar Rate Term Loans as further provided herein. The Initial Term Loans funded on each Funding Date will be funded with original issue discount of 1.00% (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each Initial Term Loan and interest shall accrue on 100% of the principal amount of the Initial Term Loans, in each case as provided herein).

The Term Loans. (i) Subject to the terms and conditions set forth herein, each Lender with the Term Lenders made loans to the Borrower, in Dollars, on the Closing Date, in an aggregate amount equal to $500,000,000 (the “Initial Term Loan”). On the First Amendment Effective Date, the Initial Term Loan Commitment severally (and not jointly) agrees shall be repaid in full in accordance with the terms of the First Amendment. Upon the satisfaction of the conditions to make Initial Term Loans to the Borrower in Dollars from time to time on any Business Day during the Delayed Draw Availability Period; provided that (a) the principal amount of each Initial Term Loan made by any Lender will not exceed such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting the requirements effectiveness set forth in Section 2.23 of the First Amendment, the Borrower must deliver notice Term Commitments described in clauses (ii) through (v) below shall become effective. (ii) Subject to the Administrative Agent at least five (5) Business Days prior to any applicable Funding Date terms and conditions set forth herein and in Section 3 of the Borrower’s intention First Amendment, each Term Lender with a CHF Term Commitment severally agrees to make a Borrowing single loan to the Borrower, in Swiss Francs, on the First Amendment Effective Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of Initial Term Loans pursuant to this Section 2.1 on such Funding Date; (c) the aggregate principal amount of Initial the Alternative Currency Equivalent of the CHF Term Loans to be made on any Funding Date must equal or exceed $25,000,000; and Commitments at such time (d) the aggregate principal amount of all Initial a “CHF Term Loans made pursuant to this Section 2.1 may not exceed $125,000,000 unless, after giving effect to the applicable Borrowing, the Borrower shall have fully drawn all Initial Loan”). The CHF Term Loan Commitments in effect as of immediately prior to such Borrowing. Each Borrowing of Initial Term Loans shall consist of Initial CHF Term Loans made simultaneously by the Term Lenders in accordance with their respective Initial Applicable Percentages of the Alternative Currency Equivalent of the aggregate amount of the CHF Term Loan CommitmentsCommitments at such time. Amounts borrowed under this Section 2.1 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial All CHF Term Loans may shall be Base Eurocurrency Rate Loans, as further provided herein. (iii) Subject to the terms and conditions set forth herein and in Section 3 of the First Amendment, each Term Lender with a Euro Term Commitment severally agrees to make a single loan to the Borrower, in Euro, on the First Amendment Effective Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Alternative Currency Equivalent of the Euro Term Commitments at such time (a “Euro Term Loan”). The Euro Term Borrowing shall consist of Euro Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentages of the Alternative Currency Equivalent of the aggregate amount of the Euro Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(iii) and repaid or Eurodollar Rate prepaid may not be reborrowed. All Euro Term Loans shall be Eurocurrency Rate Loans, as further provided herein. (iv) Subject to the terms and conditions set forth herein and in Section 3 of the First Amendment, each Term Lender with a Sterling Term Commitment severally agrees to make a single loan to the Borrower, in Sterling, on the First Amendment Effective Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Alternative Currency Equivalent of the Sterling Term Commitments at such time (a “Sterling Term Loan”). The Sterling Term Borrowing shall consist of Sterling Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentages of the aggregate amount of the Alternative Currency Equivalent of the Sterling Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(iv) and repaid or prepaid may not be reborrowed. All Sterling Term Loans shall be Eurocurrency Rate Loans, as further provided herein. (v) Subject to the terms and conditions set forth herein and in Section 3 of the First Amendment, each Term Lender with a Yen Term Commitment severally agrees to make a single loan to the Borrower, in Yen, on the First Amendment Effective Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Alternative Currency Equivalent of the Yen Term Commitments at such time (a “Yen Term Loan”). The Yen Term Borrowing shall consist of Yen Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentages of the aggregate amount of the Alternative Currency Equivalent of the aggregate amount of the Yen Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(v) and repaid or prepaid may not be reborrowed. All Yen Term Loans shall be Eurocurrency Rate Loans, as further provided herein. The Initial For the avoidance of doubt, the Term Loans funded on each Funding Date will be funded with original issue discount Commitments do not constitute an increase in the Aggregate Commitments for purposes of 1.00% (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each Initial Term Loan and interest shall accrue on 100% of the principal amount of the Initial Term Loans, in each case as provided herein)Section 2.13.

The Term Loans. On the Closing Date, each Lender having a Term Loan Commitment as of the Closing Date made Existing Term Loans (as defined in the First Amendment) to the Borrower in the original principal amount of $950,000,000. Subject to the terms and conditions set forth herein, each Lenderin the First Amendment, on the First Amendment Effective Date, each 2017 Refinancing Term Lender with an Initial Term Loan Commitment (as defined in the First Amendment) severally (and not jointly) agrees to make Initial (or will be deemed to have made) a loan (a “Term Loans Loan”) to the Borrower in Dollars from time Dollars, on the ClosingFirst Amendment Effective Date in an aggregate principal amount not to time on exceed such Lender’s Applicable Percentage of the Term Loan Facility; provided, however, that after giving effect to any Business Day during the Delayed Draw Availability Period; provided that Borrowing, (ai) the principal amount Total Outstandings of each Initial Term Loans shall not exceed the Term Loan made by Facility and (ii) the aggregate Outstanding Amount of the Term Loans of any Lender will shall not exceed such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting the requirements set forth in Section 2.2, the Borrower must deliver notice to the Administrative Agent at least five (5) Business Days prior to any applicable Funding Date of the Borrower’s intention to make a Borrowing of Initial Term Loans pursuant to this Section 2.1 on such Funding Date; (c) the aggregate principal amount of Initial Term Loans to be made on any Funding Date must equal or exceed $25,000,000; and (d) the aggregate principal amount of all Initial Term Loans made pursuant to this Section 2.1 may not exceed $125,000,000 unless, after giving effect to the applicable Borrowing, the Borrower shall have fully drawn all Initial Term Loan Commitments in effect as of immediately prior to such BorrowingCommitment. Each Borrowing of Initial Term Loans shall consist of Initial Term Loans made simultaneously by the Lenders in accordance with their respective Initial Applicable Percentage of the Term Loan CommitmentsFacility. Amounts borrowed under this Section 2.1 2.01 and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Term Loans or Eurodollar Eurocurrency Rate Term Loans Loans, as further provided herein. The Initial Term Loans funded on each Funding Date will be funded with original issue discount of 1.00% (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each Initial Term Loan Commitments in effect on the ClosingFirst Amendment Effective Date and interest not drawn on the ClosingFirst Amendment Effective Date shall accrue on 100% of the principal amount of the Initial Term Loans, in each case as provided herein)expire immediately after such date.

The Term Loans. (i) Subject to the terms and conditions set forth herein, each Lender with the Term A Lenders made loans to the Borrower, in Dollars, on the Closing Date, in an aggregate amount equal to $500,000,000 (the “Initial Term Loan”). On the First Amendment Effective Date, the Initial Term Loan Commitment severally (and not jointly) agrees shall bewas repaid in full in accordance with the terms of the First Amendment. Upon the satisfaction of the conditions to make Initial Term Loans to the Borrower in Dollars from time to time on any Business Day during the Delayed Draw Availability Period; provided that (a) the principal amount of each Initial Term Loan made by any Lender will not exceed such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting the requirements effectiveness set forth in Section 2.23 of the First Amendment, the Borrower must deliver notice Term Commitments described in clauses (ii) through (v) below shall become effective and the Term A Lenders made the CHF Term A Loans, Euro Term A Loans, Sterling Term A Loans and Yen Term A Loans to the Administrative Agent at least five (5) Business Days prior to any applicable Funding Date Borrower. As of the Borrower’s intention to make a Borrowing of Initial Term Loans pursuant to this Section 2.1 on such Funding Second Amendment Effective Date; (c) the aggregate principal amount of Initial Term Loans to be made on any Funding Date must equal or exceed $25,000,000; and (d) the aggregate principal amount of all Initial Term Loans made pursuant to this Section 2.1 may not exceed $125,000,000 unless, after giving effect to the applicable Borrowing, the Borrower shall have fully drawn all Initial Outstanding Amount of the CHF Term Loan Commitments A Loans, Euro Term A Loans, Sterling Term A Loans and Yen Term A Loans, respectively, is set forth on Schedule 2.01. All amounts borrowed in effect as respect of immediately prior to such Borrowing. Each Borrowing of Initial the Term A Loans shall consist of Initial Term Loans made simultaneously by the Lenders in accordance with their respective Initial Term Loan Commitments. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed. Initial All Term A Loans may shall be Base Eurocurrency Rate Term Loans or Eurodollar Rate Term Loans Loans, as further provided herein. (ii) Subject to the terms and conditions set forth herein and in Section 3 of the First Amendment, each Term Lender with a CHF Term Commitment severally agrees to make a single loan to the Borrower, in Swiss Francs, on the First Amendment Effective DateSecond Amendment, (A) each Dollar Term B Lender severally agrees to make loans to the Borrower, in Dollars and (B) each Sterling Term B Lender severally agrees to make loans to the Borrower, in Sterling, in each case on any Business Day during the Availability Period for the Term B Facility (it being understood that all such loans shall be made in a single drawdown on a Business Day during such period), in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Alternative Currency Equivalent of the CHF Term Commitments at such time (a “CHF Term Loan”). The Initial CHF Term(x) with respect to each Dollar Term Loans funded on B Lender, such Lender’s Applicable Percentage of the aggregate amount of the Dollar Term B Commitments at such time (a “Dollar Term B Loan”) and (y) with respect to each Funding Date will be funded Sterling Term B Lender, such Sterling Term B Lender’s Applicable Percentage of the aggregate amount of the Sterling Term B Commitments at such time (a “Sterling Term B Loan” and together with the Dollar Term B Loans, the “Term B Loans” and each, a “Term B Loan”); provided that, notwithstanding anything to the contrary contained herein (and without affecting any other provisions hereof), the Borrower and the Term B Lenders hereby agree that original issue discount shall apply to the Term B Loans such that the Term B Lenders shall fund the Term B Loans to the Borrower in an amount equal to the percentage of 1.00% (it being agreed that the principal amount of such Term B Loans set forth in the Engagement Letter. The full principal amount of the Term B Loans shall be deemed to be outstanding on the Term B Funding Date and the Borrower shall be obligated to repay 100% of the principal amount of each Initial the Term Loan B Loans as provided hereunder and all calculations of interest shall accrue on 100% of and fees calculated by reference to the principal amount thereof will be made on the basis of the Initial full stated amount thereof. The Term LoansB Borrowing shall consist of CHF Term Loans made simultaneously by the Term Lenders(I) Dollar Term B Loans made simultaneously by the Dollar Term B Lenders and (II) Sterling Term B Loans made simultaneously by the Sterling Term B Lenders, in each case in accordance with their respective Applicable Percentages of the Alternative Currency Equivalent of the aggregate amount of the CHF Term CommitmentsDollar Term B Commitments and Sterling Term B Commitments, respectively, at such time. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. All CHFSterling Term B Loans shall be Eurocurrency Rate Loans, as further provided herein. (iii) Subject to the terms and conditions set forth herein and in Section 3 of the First Amendment, each Term Lender with a Euro Term Commitment severally agrees to make a single loan to the Borrower, in Euro, on the First Amendment Effective Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Alternative Currency Equivalent of the Euro Term Commitments at such time (a “Euro Term Loan”). The Euro Term Borrowing shall consist of Euro Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentages of the Alternative Currency Equivalent of the aggregate amount of the Euro Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be reborrowed. All Euro Term Loans shall be Eurocurrency Rate Loans, as further provided herein. (iv) Subject to the terms and conditions set forth herein and in Section 3 of the First Amendment, each Term Lender with a Sterling Term Commitment severally agrees to make a single loan to the Borrower, in Sterling, on the First Amendment Effective Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Alternative Currency Equivalent of the Sterling Term Commitments at such time (a “Sterling Term Loan”). The Sterling Term Borrowing shall consist of Sterling Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentages of the Alternative Currency Equivalent of the aggregate amount of the Sterling Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(iv) and repaid or prepaid may not be reborrowed. All Sterling Term Loans shall be Eurocurrency Rate Loans, as further provided herein. (v) Subject to the terms and conditions set forth herein and in Section 3 of the First Amendment, each Term Lender with a Yen Term Commitment severally agrees to make a single loan to the Borrower, in Yen, on the First Amendment Effective Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Alternative Currency Equivalent of the Yen Term Commitments at such time (a “Yen Term Loan”). The Yen Term Borrowing shall consist of Yen Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentages of the aggregate amount of the Alternative Currency Equivalent of the aggregate amount of the Yen Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(v) and repaid or prepaid may not be reborrowed. All Yen Term Loans shall be Eurocurrency Rate Loans, as further provided herein. For the avoidance of doubt, the Term B Commitments do not constitute an increase in the Aggregate Commitments for purposes of Section 2.13.

The Term Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Term Lender with an Initial Term Loan Commitment severally (agrees severally, and not jointly) agrees , to make Initial a single Term Loans Loan to the Borrower on the Closing Date in Dollars from time to time on any Business Day during the Delayed Draw Availability Period; provided that (a) the a principal amount of each Initial equal to its Term Loan made by any Lender will not exceed such Lender’s Initial Term Loan Commitment in effect at such time; (b) without limiting the requirements set forth in Section 2.2, the Borrower must deliver notice to the Administrative Agent at least five (5) Business Days prior to any applicable Funding Date of the Borrower’s intention to make a Borrowing of Initial Term Loans pursuant to this Section 2.1 on such Funding Date; (c) Commitment. In no event shall the aggregate principal amount of Initial the Term Loans to be made outstanding on any Funding the Closing Date must equal or exceed $25,000,000; and (d) the total aggregate principal amount Term Loan Commitments of all Initial Term Loans made pursuant to this Section 2.1 may not exceed $125,000,000 unless, Lenders. Each Term Lender’s Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to any funding of such Term Lender’s Term Loan Commitment on such date. (b) The Borrower may only make one borrowing under the Term Loan Commitments, which shall be on the Closing Date. The Borrower shall deliver a Borrowing Notice to the Administrative Agent no later than 10:00 a.m. (New York City time) at least two (2) Business Days in advance of the Closing Date (or such shorter timeframe as may be agreed by the Administrative Agent in its sole discretion). The Borrowing Notice shall be irrevocable, shall be signed by an Authorized Officer of the Borrower and shall specify the following information in compliance with this Section 2.01: (i) the aggregate amount of the requested Term Loan; (ii) the proposed Closing Date, which shall be a Business Day; (iii) the account(s) to which the proceeds of such Term Loan are to be disbursed (if applicable); and (iv) the initial Interest Period Election. (c) The Borrower shall use the proceeds of the Term Loan borrowed under this Section 2.01 solely (i) except to the extent funded with a Letter of Credit, to fund the Debt Service Reserve Account in an amount equal to the Debt Service Reserve Required Amount, (ii) to pay fees due pursuant to the Loan Documents and costs and expenses incurred pursuant to the Loan Documents or otherwise in connection with this financing, (iii) to fund the Proceeds Escrow Account with the Escrowed Amount, (iv) to consummate the Closing Date Assignments under the Closing Date Assignment Agreements and release the Guarantors from [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. their guarantees under the Aggregation Facility and the Subordinated Holdco Facility and (v) for the general corporate purposes of the Relevant Parties and a distribution to the Sponsor. (d) Subject to the terms and conditions set forth herein (including the prior satisfaction or waiver of the applicable Borrowingconditions precedent under ARTICLE VIII), each Term Lender shall make the amount of its Term Loan available to the Administrative Agent (or if directed by the Administrative Agent, the Borrower shall have fully drawn all Initial Term Loan Commitments Depository Agent, pursuant to the Closing Date Funds Flow Memorandum) not later than 11:00 a.m. (New York City time) on the Closing Date by wire transfer of same day funds, in effect Dollars to the account specified in the Closing Date Funds Flow Memorandum. Except as provided herein, upon satisfaction or waiver of immediately prior to such Borrowing. Each Borrowing of Initial Term Loans shall consist of Initial Term Loans made simultaneously by the Lenders conditions precedent specified herein, the Administrative Agent shall, in accordance with their respective Initial the Closing Date Funds Flow Memorandum, make the proceeds of such Term Loan CommitmentsLoans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received into such account from the Term Lenders by 11:00 a.m. (New York City time) on the Closing Date to be credited to the account of the Borrower designated in the Borrowing Notice delivered pursuant to Section 2.01(b). Amounts borrowed under this Section 2.1 2.01 and subsequently repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Term Loans or Eurodollar Rate Term Loans as further provided herein. The Initial Term Loans funded on each Funding Date will be funded with original issue discount of 1.00% (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each Initial Term Loan and interest shall accrue on 100% of the principal amount of the Initial Term Loans, in each case as provided herein).