Common use of Procedure for Advance of Term Loan Clause in Contracts

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the Borrower shall have the right to give the Administrative Agent a one time irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) prior to 11:00 a.m. (i) on the requested funding date if the Borrower is requesting that the Term Loans be made as Base Rate Loans or (ii) at least two (2) Business Days prior to the requested funding date if the Borrower is requesting that the Term Loans be made as LIBOR Rate Loans. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Not later than 1:00 p.m. on the requested funding date, each Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the Term Loan to be made by such Lender. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the accounts designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loans.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) 2:00 p.m. on the requested funding date if the Borrower is Closing Date requesting that the Term Loans be made Loan Lenders make the Term Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Term Loan as a LIBOR Rate Loan or multiple LIBOR Rate Loans if the Borrower is has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement and a notice of borrowing (in form satisfactory to the Administrative Agent) requesting that the Term Loans be made as such LIBOR Rate LoansLoan or LIBOR Rate Loans and specifying (a) the amount of each such LIBOR Rate Loan (which shall be, for each such LIBOR Rate Loan, in an aggregate principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof) and (b) the Interest Period or Interest Periods applicable thereto). Upon receipt of such Notice notice of Borrowing borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 3:00 p.m. on the requested funding dateClosing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Second Amendment Effective Date requesting that the Term Loans be made Loan Lenders make the Term Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Second Amendment Effective Date, that the Lenders make the Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the requested funding dateSecond Amendment Effective Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Lender on the Second Amendment Effective Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the a) The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Second Amendment Effective Date requesting that the Term Loans be made Loan Lenders make the Incremental Term Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Second Amendment Effective Date, that the Lenders make the Incremental Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the requested funding dateSecond Amendment Effective Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Incremental Term Loan to be made by such LenderTerm Loan Lender on the Second Amendment Effective Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Incremental Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in writing. (b) The Borrower shall give the notice substantially in the form attached as Exhibit C (a “Administrative Agent an irrevocable Notice of Account Designation”) delivered by Borrowing prior to 11:00 a.m. on the Effective Date requesting that the Term Loan Lenders make the Additional Incremental Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Effective Date, that the Lenders make the Additional Incremental Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent or as may be otherwise agreed upon by the Borrower a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from time to time. Subject to Section 4.7 hereofthe Borrower, the Administrative Agent shall not be obligated to disburse promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the portion of the proceeds of the Effective Date, each Term Loans requested pursuant to this Section to the extent that any Loan Lender has not made will make available to the Administrative Agent its for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Additional Incremental Term Loan Percentage to be made by such Term Loan Lender on the Effective Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Additional Incremental Term LoansLoan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (c) The borrowing procedures for each Further Incremental Term Loan (to the extent to be in a different tranche than the Term Loans theretofore made) shall be as agreed by the Borrower, the Administrative Agent and the Lenders providing same and as set forth in the applicable amendment contemplated by Section 4.1(c)(I).

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Closing Date requesting that the Term Loans be made Loan Lenders make the Term Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the requested funding dateClosing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in writing. Notwithstanding the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereofforegoing, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the any Incremental Term Loans requested shall be borrowed pursuant to this to, and in accordance with Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loans5.13.

Procedure for Advance of Term Loan. During The Borrower shall give the Availability Period Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Term Loan as a Base Rate Loan on such date (orprovided that the Borrower may request, in the discretion of the Lenders and subject to a funding indemnity letter, no later than one (1) Business Day prior to the Closing Date), that the Lenders make the Term Loan as a LIBOR Rate Loan in accordance with Section 5.1(a) if the Borrower shall have the right has delivered to give the Administrative Agent a one time irrevocable written notice substantially letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the form manner set forth in Section 5.9 of Exhibit B (a “Notice of Borrowing”) prior to 11:00 a.m. (i) on the requested funding date if the Borrower is requesting that the Term Loans be made as Base Rate Loans or (ii) at least two (2) Business Days prior to the requested funding date if the Borrower is requesting that the Term Loans be made as LIBOR Rate Loansthis Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the requested funding dateClosing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Closing Date requesting that the Term Loans be made Loan Lenders make the Term Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the requested funding dateClosing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Closing Date requesting that the Term Loans be made Loan Lenders make the Term Loan as a Base Rate Loans or Loan (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Term Loan Lenders make the Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Term Loans be made as LIBOR Rate LoansLoan Lenders in the manner set forth in Section 6.9 of this Agreement) on such date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 2:00 p.m. on the requested funding dateClosing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the office of the Administrative Agent’s Office Agent in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Second Amendment Effective Date requesting that the Term Loans be made Loan Lenders make the Term Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Second Amendment Effective Date, that the Lenders make the Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the requested funding dateSecond Amendment Effective Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Lender on the Second Amendment Effective Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in writing. Notwithstanding the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereofforegoing, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the any Incremental Term Loans requested shall be borrowed pursuant to this to, and in accordance with Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loans5.13.”

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time irrevocable prior written notice substantially in the form of Exhibit B or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower (a “Notice of Borrowing”) ), prior to 11:00 a.m. (i) 12:00 noon on the requested funding date if the Borrower is Closing Date requesting that the Lenders make the Term Loans be made Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 4.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Not later than 1:00 2:00 p.m. on the requested funding dateClosing Date, each Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderLender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing the Term Loan requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the accounts designated by deposit account of the Borrower identified in the most recent notice substantially in the form attached as of Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent Agent, or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loans.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice Notice of Borrowing (including with respect to any Existing Term Loans to be converted into Term Loans on the Closing Date) substantially in the form of Exhibit B (a “Notice of Borrowing”) prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Closing Date requesting that the Lenders make the Term Loans be made Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 3.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 2:00 p.m. on the requested funding dateClosing Date, (i) the Existing Term Loans of each Term Loan Converting Lender shall be converted into a Term Loan in an amount equal to such Term Loan Converting Lender’s Term Loan Commitment Conversion amount, and (ii) each Term Loan Funding Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderTerm Loan Funding Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) 12:00 noon on the requested funding date if the Borrower is Closing Date requesting that the Term Loan Lenders make the Term Loans be made as Base Rate Loans or on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Term Loans as LIBOR Rate Loans if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the requested funding dateClosing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan Loans to be made by such LenderTerm Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the The Borrower shall have the right to give the Administrative Agent a one time an irrevocable prior written notice substantially in the form of Exhibit B E hereto (a “Notice of Borrowing”) prior to 11:00 a.m. (i) on the requested funding date if the Borrower is Closing Date requesting that the Lenders make the Term Loans be made Loan as a Base Rate Loans or Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Term Loan as a Eurodollar Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 4.6 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Not later than 1:00 p.m. on the requested funding dateClosing Date, each Lender will make available to the Administrative Agent Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent’s Office in immediately available funds, the amount of the such Term Loan to be made by such LenderLender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section the Term Loan in immediately available funds by crediting or wiring such proceeds to the accounts deposit account of such Person or Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent writing or as may be otherwise agreed upon in writing by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term LoansAgent.

Procedure for Advance of Term Loan. During the Availability Period (or, in the discretion of the Lenders and subject to a funding indemnity letter, prior to the Closing Date), the a) The Borrower shall have the right to give the Administrative Agent a one time an irrevocable written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) Borrowing prior to 11:00 a.m. (i) noon Eastern time on the requested funding date if the Borrower is Closing Date requesting that the Term Loans be made as Base Rate Loans or Loan Lenders make the Initial Term Loan on such date (ii) at least two provided that the Borrower may request, no later than three (23) Business Days prior to the requested funding date Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower is requesting that has delivered to the Term Loans be made as LIBOR Rate LoansAdministrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. Eastern time on the requested funding dateClosing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the such Initial Term Loan to be made by such LenderTerm Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (b) The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing with respect to each Delayed Draw Term Loan not later than (i) noon Eastern time on the same Business Day as the Delayed Draw Term Loan if the Borrower requests that it be a Base Rate Loan and (ii) noon Eastern time on a day that is at least three (3) Business Days prior to the Delayed Draw Date if the Borrower requests that the Delayed Draw Term Loan be a LIBOR Rate Loan, of its intention to borrow the Delayed Draw Term Loan, specifying (A) the date of such borrowing, which shall be a Business Day and shall be designated in such Notice of Borrowing as a “Delayed Draw Date”, (B) whether the Delayed Draw Term Loan is to be LIBOR Rate Loan or Base Rate Loan, and (C) if it is to be a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. A Notice of Borrowing received after the time set forth herein shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Term Loan Lenders of such Notice of Borrowing. Not later than 1:00 p.m. Eastern time on the Delayed Draw Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Term Loan to be made by such Term Loan Lender on the Delayed Draw Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section Delayed Draw Term Loan in immediately available funds by crediting wire transfer to such Person or wiring such proceeds to the accounts Persons as may be designated by the Borrower in the notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of the Term Loans requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Term Loan Percentage of the Term Loanswriting.