Common use of Notice and Certificate Clause in Contracts

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.11, the Borrower (i) shall notify the Administrative Agent of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction of the Term Loan Commitments of any Class shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Shares.

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.112.14(a), the Borrower (i) shall notify the Administrative Agent (and, in the case of a prepayment of a Swing Line Loan, the Swing Line Lender) of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such noticenotice (other than a notice relating solely to the Swing Line Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction Any failure by the Borrower to provide the notice under this Section 2.14(c) shall not relieve the Borrower of the Term Loan Commitments of any Class shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Sharesobligations under Section 2.14(a).

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.112.13, the Borrower (i) shall notify the Administrative Agent of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b2.14(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction of the Term Loan Commitments of any Class Shares and shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Sharesbe subject to Section 2.17(c).

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.112.13, the Borrower Company (i) shall notify the Administrative Agent of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized a Responsible Officer of the Borrower setting forth Company demonstrating the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b2.14(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction of the Term Loan Revolving Commitments of any Class shall reduce the Term Loan Revolving Commitments of such Class of the Revolving Lenders in accordance with their applicable Pro Rata Shares.

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.112.13(a), the Borrower (i) shall notify the Administrative Agent of such prepayment or reduction (and, in the case of a prepayment of a Swing Line Loan, the Swing Line Lender) and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b))prepaid, or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such noticenotice (other than a notice relating solely to the Swing Line Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction of the Term Loan Commitments of any Class Shares and shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Sharesbe subject to Section 2.17(d).

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.112.13, the Borrower (i) shall notify the Administrative Agent of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b2.14(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata SharesShares and shall be subject to Section 2.17(c). Each mandatory reduction of the Term Loan Commitments of any Class shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Shares.84

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.112.14(a), the Borrower (i) shall notify the Administrative Agent (and, in the case of a prepayment of a Swing Line Loan, the Swing Line Lender) of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such noticenotice (other than a notice relating solely to the Swing Line Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction Any failure by the Borrower to provide the notice under this Section 2.14(c) shall not relieve the Borrower of the Term Loan Commitments of any Class shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Shares.obligations under Section 2.14(a). 117

Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.112.14(a), the Borrower (i) shall notify the ​ ​ Administrative Agent (and, in the case of a prepayment of a Swing Line Loan, the Swing Line Lender) of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such noticenotice (other than a notice relating solely to the Swing Line Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction Any failure by the Borrower to provide the notice under this Section 2.14(c) shall not relieve the Borrower of the Term Loan Commitments of any Class shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Sharesobligations under Section 2.14(a).