Common use of Initial Term Loan Clause in Contracts

Initial Term Loan. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Initial Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date such Initial Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Initial Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by 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 Initial Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than one (1) Business Day prior to the Closing Date. LIBOR Rate Loans shall be made by each Initial Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Initial Term Loans may not be reborrowed.

Initial Term Loan. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Initial Lender with a Term Loan Lender Commitment severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date such Initial Term Loan Lender’s Initial Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of THREE HUNDRED FIFTY MILLION DOLLARS ($300,000,00050,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Initial Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by 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 Initial Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(aSchedule 2.4(a), reasonably acceptable to the Administrative Agent not less than one three (13) Business Day Days prior to the Closing Date. LIBOR Rate Loans shall be made by each Initial Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Initial Term Loans Loan may not be reborrowed.

Initial Term Loan. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties expressly set forth herein, on the Effective Date, (A) each Initial Term Loan Lender severallywhich is not a Cashless Roll Term Loan Lender agrees, but severally and not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date such Initial Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the each, a “Funded Initial Term Loan”) to the Borrower in the aggregate an original principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Initial equal to such Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds Lender’s Pro Rata Share of the Initial Term Loan, Loan Commitment and (B) each Term Loan Lender which is a Cashless Roll Term Loan Lender agrees (1) to exchange all of its Existing Term Loans in an original principal amount not to exceed such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account Term Loan Lender’s Pro Rata Share 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 Initial Term Loan Lenders Commitment, on the terms set forth herein, for a single term loan (each, an “Exchanged Initial Term Loan”) (which Exchanged Initial Term Loan shall be in an original principal amount equal to the principal amount of the Existing Term Loans so exchanged by such Cashless Roll Term Loan Lender), and (2) to make a term loan (each, a “Funded Excess Commitment Initial Term Loan”) to the Borrower in an original principal amount (not less than zero) equal to (A) such Term Loan Lender’s Pro Rata Share of the Initial Term Loan Commitment minus (B) the principal amount of its Existing Term Loans exchanged for Exchanged Initial Term Loans pursuant to the foregoing clause (1). Subject to the terms and conditions expressly set forth herein and in like funds as received Amendment No. 1, on the Amendment No. 1 Effective Date, (A) each 2024 Refinancing Term Lender which is not a Rollover 2024 Refinancing Term Lender agrees, severally and not jointly, to make a 2024 Refinancing Term Loan to the Borrower in an original principal amount equal to such 2024 Refinancing Term Lender’s 2024 Refinancing Term Commitment and (B) each 2024 Refinancing Term Lender that is a Rollover 2024 Refinancing Term Lender agrees to exchange all of its Amendment No. 1 Existing Term Loans in an original principal amount not to exceed such 2024 Refinancing Term Lender’s 2024 Refinancing Term Commitment, on the terms set forth herein, for a 2024 Refinancing Term Loan in an original principal amount equal to the principal amount of the Amendment No. 1 Existing Term Loans so exchanged by such Rollover 2024 Refinancing Term Lender. Amounts paid or prepaid in respect of the Administrative Agent (or by crediting such other account(s) as directed by the Borrower)Initial Term Loan may not be reborrowed. The Initial Term Loan may consist of Alternate Base Rate and the 2024 Refinancing Term Loans or LIBOR Rate Loans, or a combination thereof, as shall be made on notice by the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to at the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than address specified herein. Such notice must be given at least one (1) Business Day prior to the Closing Effective Date or the Amendment No. 1 Effective Date, as applicable (it being agreed and understood that any such notice may be conditioned upon the occurrence of an event and revocable in the event such event will or does not occur). LIBOR Rate Loans shall Such notice (a “Notice of Term Loan”) must be made given in writing (by each telecopy, electronic means, including by email and pdf attachment of such Notice of Term Loan, or overnight courier) substantially in the form of Exhibit 2.1(b)(i). (ii) The Initial Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts shall be repaid or prepaid in consecutive quarterly installments of $2,187,500 on the last day of each March, June, September and December, commencing with September 30, 2024 (as such payments may be reduced from time to time as a result of the application of prepayments and repurchases in accordance with Section 2.3). (iii) Notwithstanding the foregoing clause (ii), the entire unpaid balance of the aggregate Initial Term Loans may Loan and all other Term Loan Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall be due and payable in full on the Term Loan Maturity Date, if not be reborrowedsooner paid in full in accordance with the terms of the Loan Documents (without limiting Borrower’s obligation to timely make all payments required under the terms of the Loan Documents).

Initial Term Loan. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Initial Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date such Initial Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Initial Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by 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 Initial Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate RateSOFR Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than one (1) Business Day prior to the Closing Date. LIBOR Rate Loans shall be made by each Initial Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Initial Term Loans may not be reborrowed.

Initial Term Loan. The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 12:00 p.m. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Initial Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date requesting that the Lenders make the Initial Term Loan as a Base Rate Loan on such date or (ii) at least three (3) Business Days before the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, (C) whether such Loan is to be a LIBOR Rate Loan or a Base Rate Loan, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided that if the Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve months in duration, such notice must be received by the Administrative Agent not later than 12:00 p.m. four (4) Business Days prior to the requested date of such borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower fails to specify a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 12:00 p.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of the Notice of Borrowing. Not later than 1:00 p.m. on the Closing Date, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the Administrative Agent’s Office in funds immediately available to the Administrative Agent, the amount of such Initial Term Loan Lender’s Term Loan Commitment Percentage to be made by such Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Initial Term Loan Committed Amountpursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) for delivered by the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Initial Term Loan, such proceeds will then be made available Loan requested pursuant to this Section to the Borrower by the Administrative Agent by 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 extent that any Lender has not made available to the Administrative Agent by its Commitment Percentage of the Initial Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than one (1) Business Day prior to the Closing Date. LIBOR Rate Loans shall be made by each Initial Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Initial Term Loans may not be reborrowedLoan.

Initial Term Loan. (i) Subject The Banks shall not be required to make the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Initial Term Loan Lender severallyhereunder unless the Company has furnished to the Agent with sufficient copies for the Banks: (A) Copies of the Restated Articles of Incorporation of the Company, but not jointlytogether with all amendments, agrees certified by the Secretary or an Assistant Secretary of the Company, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation. (B) Copies, certified by the Secretary or an Assistant Secretary of the Company, of its bylaws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Credit Documents. (C) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Company, which shall identify by name and title and bear the original or facsimile signature of the officers of the Company authorized to sign the Credit Documents and the officers or other employees authorized to make available borrowings hereunder, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company. (D) A certificate, signed by a Designated Officer of the Company, stating that on the date hereof no Default or Event of Default has occurred and is continuing. (E) Evidence satisfactory to the Borrower (through Agent of the Administrative Agent) on the Closing Date such Initial Term Loan Lender’s Term Loan Commitment Percentage issuance of a term loan in Dollars (the “Initial Term Loan”) Bonds in the form set forth in the Supplemental Indenture and in an aggregate principal amount of THREE HUNDRED MILLION DOLLARS $70,000,000 pursuant to the applicable Bond Delivery Agreement. ($300,000,000F) Favorable opinions of: (i) Michael D. VanHemert, Esq., Deputy General Counsel of the “Co▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇ters set forth in Exhibit B-1 and as to such other matters as the Agent may reasonably request; and (ii) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, as to th▇ ▇▇▇▇▇rs ▇▇▇ forth in Exhibit B-2 and as to such other matters as the Agent may reasonably request; and (iii) Miller, Canfield, Paddock and Stone, P.L.C., special counsel to the Company, as to the matters set forth in Exhibit B-3 and as to such other matters as the Agent may reasonably request. Such opinions shall be addressed to the Agent and the Banks and shall be satisfactory in form and substance to the Agent. (G) Evidence satisfactory to the Agent that the initial "Term Loan" under and as defined in the Inventory Term Loan Agreement shall have been made or shall be made simultaneously with the Initial Term Loan Committed Amount”hereunder. (H) Evidence, in form and substance satisfactory to the Agent, that the Company has obtained all governmental approvals, if any, necessary for it to enter into the purposes hereinafter set forth Credit Documents. (such facility, I) Such other documents as any Bank or its counsel may have reasonably requested. It shall be a further condition precedent to the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds making of the Initial Term Loan, such proceeds will then be made available Loan hereunder that the Company shall have paid (i) to the Borrower by the Administrative Agent by crediting for the account of the Borrower on Banks 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 fees required to the Administrative Agent by the Initial Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than one (1) Business Day prior to the Closing Date. LIBOR Rate Loans shall be made by each Initial Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid paid on the Initial Term Loans may not Borrowing Date and (ii) to the Agent and the Arrangers the fees required to be reborrowedpaid to them pursuant to the fee letter described in Section 13.12.

Initial Term Loan. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties expressly set forth herein, on the Effective Date, (A) each Initial Term Loan Lender severallywhich is not a Cashless Roll Term Loan Lender agrees, but severally and not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date such Initial Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the each, a “Funded Initial Term Loan”) to the Borrower in the aggregate an original principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Initial equal to such Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds Lender’s Pro Rata Share of the Initial Term Loan, Loan Commitment and (B) each Term Loan Lender which is a Cashless Roll Term Loan Lender agrees (1) to exchange all of its Existing Term Loans in an original principal amount not to exceed such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account Term Loan Lender’s Pro Rata Share 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 Initial Term Loan Lenders Commitment, on the terms set forth herein, for a single term loan (each, an “Exchanged Initial Term Loan”) (which Exchanged Initial Term Loan shall be in an original principal amount equal to the principal amount of the Existing Term Loans so exchanged by such Cashless Roll Term Loan Lender), and (2) to make a term loan (each, a “Funded Excess Commitment Initial Term Loan”) to the Borrower in like funds as received by an original principal amount (not less than zero) equal to (A) such Term Loan Lender’s Pro Rata Share of the Administrative Agent Initial Term Loan Commitment minus (B) the principal amount of its Existing Term Loans exchanged for Exchanged Initial Term Loans pursuant to the foregoing clause (1). Amounts paid or by crediting such other account(s) as directed by prepaid in respect of the Borrower)Initial Term Loan may not be reborrowed. The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as shall be made on notice by the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to at the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than address specified herein. Such notice must be given at least one (1) Business Day prior to the Closing DateEffective Date (it being agreed and understood that any such notice may be conditioned upon the occurrence of an event and revocable in the event such event will or does not occur). LIBOR Rate Loans shall Such notice (a “Notice of Term Loan”) must be made given in writing (by each telecopy, electronic means, including by email and pdf attachment of such Notice of Term Loan, or overnight courier) substantially in the form of Exhibit 2.1(b)(i). (ii) The Initial Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts shall be repaid or prepaid in consecutive quarterly installments of $2,187,500 on the last day of each March, June, September and December, commencing with September 30, 2024 (as such payments may be reduced from time to time as a result of the application of prepayments and repurchases in accordance with Section 2.3). (iii) Notwithstanding the foregoing clause (ii), the entire unpaid balance of the aggregate Initial Term Loans may Loan and all other Term Loan Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall be due and payable in full on the Term Loan Maturity Date, if not be reborrowedsooner paid in full in accordance with the terms of the Loan Documents (without limiting Borrower’s obligation to timely make all payments required under the terms of the Loan Documents).

Initial Term Loan. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Initial Lender with a Term Loan Lender Commitment agrees (severally, but not jointly, agrees jointly or jointly and severally) to make available a term loan to Borrowers (collectively, the Borrower (through the Administrative Agent"Term Loan") on the Closing Date in an amount equal to such Initial ▇▇▇▇▇▇'s Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in Commitment; provided, that the aggregate outstanding principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Initial Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by 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 Initial Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless shall equal the Term Loan Amount. The Term Loan made on the Closing Date shall be made pursuant to a Borrowing Request, duly completed and given by Administrative Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less later than one 12:00 p.m. (1noon) on the second (2nd) Business Day prior to the Closing Date. LIBOR Rate , or such shorter time as Administrative Agent may agree. (ii) Loans and interest accruing thereon shall be made evidenced by each Initial the records of Administrative Agent and the applicable Term Loan Lender at Lender. At the request of a Term Loan Lender, each Borrower shall deliver promissory note(s) to such Term Loan Lender, evidencing its LIBOR Lending Office Term Loans. (iii) Notwithstanding anything to the contrary contained in this Section 2.01(a), Lenders will not be required and Alternate Base Rate Loans at its Domestic Lending Officeshall have no obligation to make any advances hereunder if a Default or Event of Default then exists and is continuing or would result by virtue of the making thereof. Amounts No Credit Extension (or any portion thereof) that has been repaid or prepaid may be reborrowed. Notwithstanding anything to the contrary contained herein, in no event shall Lenders be obligated to make to Borrowers, or Borrowers be entitled to borrow or receive from Lenders, any loans, advances or extensions of credit hereunder other than the Term Loan. (iv) No later than 12:00 p.m. (noon) on the Initial Closing Date, each Lender shall fund its pro rata portion of the Term Loans Loan to Administrative Agent's Office in immediately available funds. Upon receipt of all requested Term Loan funds, Administrative Agent will make the proceeds of the Term Loan available to Borrowers on the Closing Date by sending such funds, in immediately available funds, as directed by Borrowers pursuant to the Letter of Direction. (v) If the aggregate Outstanding Amount of the Term Loan exceeds the Term Loan Borrowing Base ("Term Loan Overadvance") at any time, the excess shall be payable by Borrowers promptly upon, and in any event within one Business Day of, demand by Administrative Agent and shall constitute an Obligation secured by the Collateral, entitled to all benefits of the Loan Documents. Administrative Agent may require Term Lenders to forbear from requiring Borrowers to cure a Term Loan Overadvance without the consent of Required Term Lenders. No funding or sufferance of a Term Loan Overadvance shall constitute a waiver by Administrative Agent or applicable Term Lenders of the Event of Default caused thereby. Term Loan Overadvances shall not include any Protective Advances made by the Term Loan Lenders. No Loan Party shall be reborrowed.a beneficiary of this Section 2.01(a)(v) nor authorized to enforce any of its terms. ​

Initial Term Loan. The Lenders with an Initial Term Loan Commitment agree severally, in accordance with their respective Commitment Ratios with respect to such Initial Term Loan Commitment, and not jointly, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower an aggregate principal amount which does not exceed in the aggregate the Initial Term Loan Commitment of all the Lenders. The Initial Term Loan shall be available in up to four (4) draws as requested by the Borrower, in accordance with the terms of Section 2.2 (the first of such draws, to be made on the Closing Date, the “Closing Date Draw” and each draw made thereafter, a “Delayed Draw” and, collectively, the “Delayed Draws”); provided that (i) the Closing Date Draw shall be permitted to be made in an aggregate principal amount equal to the aggregate amount of the Initial Term Loan Commitment of all the Lenders on the Closing Date, (ii) each of the Delayed Draws may be requested by the Borrower at any time after the Closing Date, in each case, in an aggregate principal amount of up the then Available Term Loan Commitment of all the Lenders, but in no event later than the Delayed Draw Termination Date and (iii) each Lender’s unfunded Initial Term Loan Commitment shall terminate automatically on the Delayed Draw Termination Date. Each of the Initial Term Loans shall be funded by each Lender with an Initial Term Loan Commitment in a principal amount equal to such Lenders’ Commitment Ratio with respect to the Initial Term Loan Commitment of the aggregate principal amount of the applicable portion of the Initial Term Loan Commitment. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth hereinhereof, each Initial Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date such Initial Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Initial Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by 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 Initial Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered from time to the Administrative Agent prior to the Closing Date; provided, however, that the Initial Term Loan made on the Closing Date may only consist of Alternate time (i) Convert from a Base Rate Loans unless the Borrower delivers Advance into a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than one (1) Business Day prior to the Closing Date. LIBOR Rate Loans shall be made by each Initial Term Loan Lender at its Advance or from a LIBOR Lending Office and Alternate Advance into a Base Rate Loans at its Domestic Lending Office. Amounts repaid Advance; or prepaid on the Initial Term Loans may not be reborrowed(ii) Continue a LIBOR Advance as a LIBOR Advance.