Common use of Initial Term Loan Commitment/Borrowing Clause in Contracts

Initial Term Loan Commitment/Borrowing. Subject at all times to all of the terms and conditions of this Agreement (including, without limitation, Sections 4.01 and 4.02), each Lender hereby severally agrees as to itself only (and not on behalf of any other Lender) to make a term loan to the Borrower in such Lender’s applicable Pro Rata Share of the Aggregate Initial Term Loan Commitment (collectively, the “Initial Term Loan”); provided, that in no event shall (i) the initial advance of the Initial Term Loan on the Closing Date exceed the Maximum Initial Term Loan Limit and (ii) such Lender’s Pro Rata Share of the initial advance of the Initial Term Loan on the Closing Date exceed such L▇▇▇▇▇’s Pro Rata Share of the Maximum Initial Term Loan Limit. The Initial Term Loan shall be borrowed in a single borrowing on the Closing Date, and the Initial Term Loan Commitment of each Lender shall terminate concurrently with the making of the Initial Term Loan on the Closing Date by each such Lender. Borrower shall deliver to Agent a Notice of Borrowing with respect to Initial Term Loan no later than 12:00 noon New York time one (1) Business Day prior to the Closing date. Once given, a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby. Promptly upon receipt of such Notice of Borrowing, Agent shall advise each Lender thereof. Not later than 12:00 noon New York time on the Closing Date, each Lender shall provide Agent at the account specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Share of such borrowing and, so long as Agent has received all requested fund and has not received written notice that the conditions precedent set forth in Section 4.01 with respect to such borrowing have not been satisfied, Agent shall promptly pay over the funds received by Agent to Borrower. The Initial Term Loan and, if applicable, each Incremental Term Loan Advance made by any and all Lenders to Borrower pursuant to Section 2.01(a)(iii) are referred to collectively as the “Term Loan”. Any principal amounts repaid in respect of the Term Loan may not be reborrowed. Neither any Lender nor the Agent shall be responsible for the failure of any Lender to fund its Pro Rata Share of the Term Loan required hereunder.