Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term Commitments. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Any Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (including telephonic notice confirmed in writing) (which shall be irrevocable and notice must be received by the Administrative Agent prior to (a) in the case of Eurodollar Loans, not later than 11:00 a.m., New York, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the date of the anticipated Closing Date and, borrowing and (b) in the case of a borrowing of ABR Loans, not later than 12:00 noon, New York, New York time, one (1) Business Day prior to the date of the anticipated Closing Dateborrowing) requesting that the Term Lenders make the Term Loans on such borrowing date and specifying the amount to be borrowed; provided that a notice of an ABR Loan to finance the reimbursement of an LC Disbursement as required by Section 2.3(e) shall be deemed given one Business Day prior to the date of such drawing. The Term Loans made on the Closing Date in an amount equal to the aggregate amount of Term Commitmentsshall initially be ABR Loans. Upon receipt of any such Borrowing Notice notice, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon11:00 a.m., New York, New York City time, on the Closing Daterelevant borrowing date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed its office specified in writing by the Administrative Agent) Section 9.1 an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the applicable Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject ; provided that ABR Loans made to fund the reimbursement of an LC Disbursement as provided in Section 2.21(g2.3(e) shall be remitted by the Administrative Agent to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderIssuing Bank.

Procedure for Term Loan Borrowing. The Borrower shall deliver (by hand delivery, fax or other electronic transmission (including “.pdf’ or “.tif’)) to the Administrative Agent a Borrowing Notice (which shall be irrevocable and Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m.(a) 12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing requested Borrowing Date and(or, in the case of a borrowing Eurodollar Loan to be made on the Closing Date, such later time as the Administrative Agent may permit in its sole discretion), in the case of ABR Eurodollar Loans, one or (1b) Business Day prior to 11:00 A.M., New York City time, on the anticipated Closing requested Borrowing Date, in the case of Base Rate Loans) requesting that the Term Loan Lenders make the Term Loans on the Closing Date Date, or (c) in an amount equal to respect of the aggregate amount of Term CommitmentsNew Incremental Loan, on the New Incremental Loan Funding Date. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant applicable Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, or the New Incremental Loan Funding Date, as the case may be, each applicable Term Loan Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of make available to the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders Loan Lenders, in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice, substantially in the form of Exhibit A-1 hereto (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.not later than 1:00 P.M., New York City time, time (x) in the case of borrowing ABR Loans, one Business Day prior to the anticipated Closing Date or (y) in the case of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date andDate), in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying (i) the aggregate principal amount equal to be borrowed, (ii) the requested Borrowing Date and (iii) whether such Term Loans being incurred are to be made as ABR Loans or, to the aggregate amount of Term Commitmentsextent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period applicable thereto. Upon receipt of any such Borrowing Notice borrowing notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon3:00 P.M., New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.(i) 1:00 P.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Restatement Date and, in the case of a borrowing of ABR Loans, Eurodollar Loans or (ii) 11:00 A.M. one (1) Business Day prior to the anticipated Closing DateRestatement Date in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Restatement Date in an and specifying (i) the amount equal to the aggregate amount and Type of Term CommitmentsLoans to be borrowed, (ii) the requested Restatement Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Restatement Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderLender (it being understood that no Lender shall be required to fund amounts in respect of any Continued Term Loans (as defined in the Replacement Facility Amendment)). The Administrative Agent shall credit the account of the Borrower or the Co-Borrower, as applicable, on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing applicable Funding Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing applicable Funding Date) requesting that the relevant Term Lenders make the relevant Term Loans on the Closing applicable Funding Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed on such date. Upon receipt of any such Borrowing Notice Notice, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing applicable Funding Date, each applicable Term Lender Yards Creek – Credit Agreement shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the applicable Term Loan to be made by such LenderTerm Lender on such Funding Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with transfer the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available fundsfunds for further application in accordance with the applicable Flow of Funds Memorandum. Subject to Section 2.21(g) to the extent applicable, the The respective obligations of each applicable Term Lender under this Agreement are several and not joint and no Term Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a an irrevocable Notice of Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, A.M. (a) three (3) Business Days prior to the anticipated Closing Date andDate, in the case of a borrowing of ABR Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing Date) , in the case of ABR Loans), requesting that the Term Lenders make the Term Loans on the Closing Date, specifying the amount to be borrowed, the Type of Loan and, in the case of Eurodollar Loans, specifying the length of the initial Interest Period therefor; provided that (a) the effectiveness of such Notice of Borrowing may be conditioned on the consummation of the Acquisition and (b) Term Loans made on the Closing Date may only consist of ABR Loans unless the Borrower delivers a funding indemnity letter, in an amount equal form and substance reasonably acceptable to the aggregate amount of Term CommitmentsAdministrative Agent, not less than three (3) Business Days prior to the Closing Date. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, 10:00 A.M. on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate amount specified in the Notice of Borrowing in immediately available funds or, if so specified in the amounts made available to Notice of Borrowing, the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) shall wire transfer or otherwise credit all or a portion of such amount to the extent applicable, accounts specified in the respective obligations Notice of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderBorrowing.

Procedure for Term Loan Borrowing. The U.S. Borrower shall deliver to give the General Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the General Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Restatement Date) requesting that the Term Lenders make the Term Loans on the Closing Restatement Date and specifying the amount to be borrowed. The Term Loans made on the Restatement Date shall initially be ABR Loans (or, in an amount equal the event that the U.S. Borrower executes a pre-funding indemnity agreement reasonably acceptable to the aggregate amount of Term CommitmentsGeneral Administrative Agent, Eurodollar Loans). Upon receipt of any such Borrowing Notice notice, the General Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Restatement Date, each Term Lender shall make available to the General Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed its office specified in writing by the Administrative Agent) subsection 17.2 an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Term Lender. The General Administrative Agent shall credit the account of the U.S. Borrower on the books of such office of the General Administrative Agent with the aggregate of the amounts made available to the General Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice notice, substantially in the form of Exhibit A-1 hereto (which shall be irrevocable and notice must be received by the Administrative Agent prior to not later than 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, A.M. one (1) Business Day prior to the anticipated Closing Date or any Incremental Facility Closing Date (or, in the case of Eurodollar Loans on any Incremental Facility Closing Date, three Business Days prior thereto (unless waived by the Administrative Agent))) requesting that the applicable Term Lenders make the applicable Term Loans on the Closing Date in an or any Incremental Facility Closing Date and specifying (i) the aggregate principal amount equal to be borrowed, (ii) the requested Borrowing Date and (iii) whether such Term Loans being incurred are to be made as ABR Loans or, to the aggregate amount of Term Commitmentsextent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period applicable thereto. Upon receipt of any such Borrowing Notice borrowing notice the Administrative Agent shall promptly notify each relevant applicable Term Lender thereof. Not later than 12:00 Noon, New York City time, 1:00 P.M. on the Closing Date, Date or any Incremental Facility Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower No Term Loans shall deliver be requested for funding earlier than three Business Days (or such shorter period as the Administrative Agent may approve) after the delivery of a written request to the Administrative Agent a Borrowing Notice (Agent, which shall be irrevocable and must provided no later than 12:00 p.m. in substantially the form attached hereto as Exhibit 2.2(b) (a “Notice of Borrowing”) in respect of such Term Loans. The Administrative Agent shall promptly notify each Lender of any requested Term Loans. Any Term Loans shall be received funded on the date specified by the Administrative Agent Borrower in the Notice of Borrowing Closing Date, which shall be in any event on or after the date of satisfaction of the applicable conditions precedent set forth in Sections 3.1 and 3.2 hereof; provided, however, the Notice of Borrowing shall be delivered (x) prior to 11:00 a.m., New York City time, in 12:00 p.m. one (1) Business Day prior to the case of borrowing of Eurodollar Loans, Closing Date with respect to a Base Rate Borrowing and (y) prior to 12:00 p.m. three (3) Business Days prior to the anticipated Closing Date and, in the case of with respect to a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term Commitments. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Lender thereofEurodollar Borrowing. Not later than 12:00 Noon, New York City timep.m., on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall shall, upon receipt of the respective amount for each Lender, credit the account of the Borrower on the books of such office of the Administrative Agent Agent, with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. (a) The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.1:00 P.M., New York City time, (i) in the case of borrowing of Eurodollar Prime Rate Loans, three (3) one Business Days Day prior to the anticipated Closing Date and, and (ii) in the case of a borrowing of ABR LIBO Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying the amount equal to be borrowed. Such notice shall be irrevocable (except to the aggregate amount extent set forth in SECTION 2.10 or SECTION 2.11 hereof) and shall specify whether the requested Borrowing is to be a Borrowing of Term CommitmentsPrime Rate Loans or of LIBO Loans and, if LIBO Loans, the Interest Period with respect thereto. If no election is made as to the Type of Borrowing or, in the case of request for a Borrowing of LIBO Loans, is not accompanied by a funding indemnity letter reasonably satisfactory to the Administrative Agent in form and substance, such notice shall be deemed to request a Borrowing of Prime Rate Loans. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a an irrevocable Notice of Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in an amount equal excess of one month prior to the aggregate amount of Term Commitmentsdate that is 30 days after the Closing Date. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, P.M. on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the extent applicable, Existing Agent (for application against amounts in accordance with the respective obligations wire instructions specified in the Flow of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderFunds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Loan Lenders make the Term Loans on the Closing Date in an and specifying the amount equal to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Term Loan may be converted into or continued as a Eurodollar Loan prior to the aggregate amount date which is 90 days after the Closing Date, or, if earlier, the date on which the Syndication Agent completes the syndication of Term Commitmentsthe Facilities and the entities selected in such syndication process become parties to this Agreement. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Loan Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit to the account of the Borrower on the books of such office of the Administrative Agent with Funding Office the aggregate of the amounts made available to the Administrative Agent by the applicable Term Loan Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (including telephonic notice confirmed in writing) (which shall be irrevocable and notice must be received by the Administrative Agent prior to (a) in the case of Eurodollar Loans, not later than 11:00 a.m., New York, New York City time, three Business Days before the date of the anticipated borrowing and (b) in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, not later than 12:00 noon, New York, New York time, one (1) Business Day prior to the date of the anticipated Closing Dateborrowing) requesting that the Term Lenders make the Term Loans on such borrowing date and specifying the amount to be borrowed. The Term Loans made on the Closing Date in an amount equal to the aggregate amount of Term Commitmentsshall initially be ABR Loans. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon11:00 a.m., New York, New York City time, on the Closing Date, relevant borrowing date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed its office specified in writing by the Administrative Agent) Section 9.1 an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The applicable Borrower shall deliver to the Administrative Agent a Borrowing an irrevocable Committed Loan Notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.2:00 p.m., New York City time, (i) in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of RFR Loans or ABR Loans, one (1) Business Day prior to the anticipated Closing Date and (ii) in the case of Term Benchmark Loans, two Business days prior to the anticipated Closing Date) ), requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying the amount equal to be borrowed. Such Committed Loan Notice shall specify (i) the aggregate requested Borrowing Date, (ii) the principal amount of Term CommitmentsLoans to be borrowed, (iii) the Type of Term Loan to be borrowed, (iv) if applicable, the duration of the Interest Period with respect thereto, and (v) the Borrower. Upon receipt of any such Borrowing Committed Loan Notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds in Dollars equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the applicable Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a an irrevocable Notice of Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in an amount equal excess of one month prior to the aggregate amount of Term Commitmentsdate that is 30 days after the Closing Date. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, 10:00 A.M. on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the extent applicable, Existing Agent (for application against amounts in accordance with the respective obligations wire instructions specified in the Flow of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderFunds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of the Term Commitments. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent Agent, with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g2.19(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:30 P.M., New York City time), in the case of borrowing of Eurodollar Loans, at least (a) three (3) Business Days prior to the anticipated Closing Date and, in if all or any part of the case of a borrowing of ABR Loans, Term Loans are to be initially Eurodollar Loans or (b) one (1) Business Day prior to the anticipated Closing Date) , in all other cases, requesting that the Term Loan Lenders make the Term Loans on the Closing Date in an and specifying (i) the amount equal to be borrowed, (ii) whether the aggregate amount Term Loans are to be initially Eurodollar Loans, ABR Loans or a combination thereof and (iii) if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of Term Commitmentseach such Type of Loan and the respective lengths of the initial Interest Periods therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 NoonEach Term Loan Lender will make the amount of its pro rata share of the Term Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 13.2 prior to 12:30 P.M., New York City time, on the Closing Date, each Term Lender shall make Date in Dollars and in funds immediately available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Loan Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a notice specifying the amount of the Term Loans to be borrowed and the proposed Borrowing Notice Date (which shall be irrevocable and notice must be have been received by the Administrative Agent prior to 11:00 a.m.9:30 A.M., New York City time, and shall be irrevocable after funding) (i) in the case of borrowing of Eurodollar Closing Date Term Loans, three on the Closing Date, and (3ii) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR LoansDelayed Draw Term Loans to be made following the Closing Date, one (1) three Business Day Days, prior to the anticipated Closing Date) requesting that date of Borrowing specifying the Term Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term applicable Lender thereof. Not later than Each Lender having a Term Loan Commitment will make the amount of its pro rata share of the Term Loan Commitments available, in each case for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2 prior to 12:00 NoonP.M., New York City time, (x) on the Closing Date, in the case of a Borrowing of Closing Date Term Loans, and (y) on the Borrowing Date specified in the notice delivered pursuant to this subsection 2.3, in the case of Delayed Draw Term Loans, in each Term Lender shall make case in funds immediately available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent irrevocable notice in the form of a Borrowing Notice Request (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.1:00 P.M., New York City time, (a) in the case of borrowing of Eurodollar any Tranche A Term Loans and Tranche B Term Loans, three (3) Business Days prior to the anticipated Closing Date andDate, in the case of a borrowing Eurodollar Loans, or (b) in the case of ABR any Tranche A Term Loans and Tranche B Term Loans, one (1) Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed under each Class. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Term Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing Date andrequested Borrowing Date, in the case of a borrowing of ABR Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing requested Borrowing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying (i) the amount equal to the aggregate amount and Type of Term CommitmentsLoans to be borrowed, (ii) the Closing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Term Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent a Borrowing Notice Agent) notice (which shall be irrevocable and notice must be received by the Administrative Agent (a) prior to 11:00 a.m.12:00 p.m. (Noon), New York City timeLocal Time, three Business Days prior to the Closing Date, in the case of borrowing of Eurodollar LoansLIBOR Loans or (b) prior to 12:00 p.m. (Noon), three (3) Local Time, one Business Days Day prior to the anticipated Closing Date andDate, in the case of a borrowing of ABR LoansLoans or, one (1) Business Day prior to in each case, such later date and time as the anticipated Closing DateAdministrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in an amount equal to the aggregate amount form of Term CommitmentsExhibit I or in such other form as the Borrower and the Administrative Agent may agree. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), New York City timeLocal Time, on the Closing Date, Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Tranche A Term Loan Loans to be made by such Lender. The Administrative Agent shall credit the account of make available to the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Tranche A Term Loan Lenders in immediately available funds. Subject to Section 2.21(g) funds by promptly remitting the amounts so received to the extent applicable, account of the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for Borrower specified by the failure of any other Lender to satisfy its obligations hereunderBorrower in the applicable irrevocable notice specified above.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice substantially in the form of Exhibit J (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.1:00 P.M., New York City time, in the case of borrowing of Eurodollar Loans, (i) three (3) Business Days prior to the anticipated Closing Date and(or if later, the applicable borrowing date), in the case of a borrowing of ABR Loans, Eurodollar Loans or (ii) one (1) Business Day (or if later, the applicable borrowing date) prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Initial Term Lenders make the Initial Term Loans on the Closing Date in an (or if later, the applicable borrowing date) and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Initial Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing DateDate (or if later, the applicable borrowing date) each Initial Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Initial Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Initial Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be ABR Loans unless the Borrower shall have given the notice required for a Eurodollar Borrowing under Section 2.5 and provided an indemnity letter extending the benefits of Section 2.20 to Lenders in respect of such Borrowings, and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a Eurodollar Loan having an amount equal Interest Period in excess of one month prior to the aggregate amount of Term Commitmentsdate that is sixty days after the Closing Date. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The (a) Subject to the terms and conditions in the Second Amendment, the Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.(i) 12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date andSecond Amendment Effective Date, in the case of a borrowing Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Second Amendment Effective Date, in the case of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Tranche C Term Lenders make the Tranche C Term Loans on the Closing Second Amendment Effective Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Tranche C Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Second Amendment Effective Date, each Tranche C Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Tranche C Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Tranche C Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable written notice substantially in the form of Exhibit A-4 (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 10:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing Date andDate, in if all or any part of the case of a borrowing of ABR Loans, Term Loans are to be initially Eurodollar Loans or (b) one (1) Business Day prior to the anticipated Closing Date, otherwise) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying (i) the Closing Date, (ii) the amount equal to be borrowed, (iii) whether the aggregate amount Term Loans are to be initially Eurodollar Loans, Base Rate Loans or a combination thereof, and (iv) if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of Term Commitmentseach such Type of Loan and the respective lengths of the initial Interest Periods therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, 11:00 a.m. on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at its office specified in Section 13.2 the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount of such Lender's pro rata share of such borrowing in immediately available funds equal to the Term Loan to be made by such Lenderfunds. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice in the form of Exhibit F (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3a) two Business Days prior to the anticipated Closing Date andDate, in the case of a borrowing of ABR Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed or continued. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon9:00 A.M., New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender; provided, that if any Term Lender has not funded its Term Loan by 9:00 A.M., New York City time on the Closing Date and has not indicated to the Administrative Agent that it will not be funding its Term Loan, the Administrative Agent is authorized to advance such Term Lender’s Term Loan; provided further, that such Term Lender shall fund its Term Loan no later than 12:00 Noon, New York City time on the Closing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower Company shall deliver to give the Administrative Agent a Borrowing Notice notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.(a) 12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) two Business Days prior to the anticipated Closing Date andDraw Date, in the case of a borrowing of ABR Eurodollar Loans, or (b) 12:00 Noon, New York City time, one (1) Business Day prior to the anticipated Closing Draw Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Draw Date and specifying, (i) the amount and Type to be borrowed and (ii) in an amount equal to the aggregate amount case of Term CommitmentsEurodollar Loans, the respective lengths of the initial Interest Period(s) therefor, which shall be one month. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Draw Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The failure of any Term Lender to make any Term Loan required to be made by it shall not relieve any other Term Lender of its obligations hereunder. The Administrative Agent shall credit the account of the Borrower Company on the books of such office of the Administrative Agent or such other account as the Company shall specify in writing with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderfunds on such date.

Procedure for Term Loan Borrowing. (a) The Borrower shall deliver to give the --------------------------------- Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing DateDate and shall be confirmed in writing pursuant to the Borrowing Notice attached as Exhibit M-1, a "Borrowing Notice") ----------- ---------------- requesting that the Term Lenders make the initial Tranche A Term Loans (in an aggregate amount not to exceed $25,000,000) and make the Tranche B Term Loans on the Closing Date in an and specifying the amount equal to be borrowed. The Term Loans made on the aggregate amount of Term CommitmentsClosing Date shall initially be Base Rate Loans. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderLender on the Closing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.the

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date andDate, in the case of a borrowing Eurodollar Loans, or prior to 10:00 A.M., New York City time, on the Closing Date, in the case of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying (i) the amount equal to the aggregate amount and Type of Term CommitmentsLoans to be borrowed and (ii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice in the form of Exhibit F (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing Date andDate, in the case of a borrowing of ABR Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon9:00 A.M., New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender; provided, that if any Term Lender has not funded its Term Loan by 9:00 A.M., New York City time on the Closing Date and has not indicated to the Administrative Agent that it will not be funding its Term Loan, the Administrative Agent is authorized to advance such Term Lender’s Term Loan; provided further, that such Term Lender shall fund its Term Loan no later than 12:00 Noon, New York City time on the Closing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which shall be irrevocable and Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Loan Lenders make the Term Loans on the Closing Date in and specifying the amount to be borrowed. The Tranche B Term Loans made on the Closing Date shall initially be Eurocurrency Loans with an amount equal Interest Period of one month (or such shorter period as requested by the Administrative Agent), and no Tranche B Term Loan may be converted into or continued as a Eurocurrency Loan with an Interest Period of more than one month prior to the aggregate amount of Term CommitmentsSyndication Date. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Loan Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of make available to the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders Loan Lenders, in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a an irrevocable Notice of Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City Pacific time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing DateDate (with originals to follow within three (3) Business Days)) requesting that the Term Lenders with a Term Commitment make the Term Loans on the Closing Date in an amount equal (or to the aggregate extent requested by the Borrower, within two (2) Business Days after, the Closing Date) and specifying the amount of to be borrowed. The Term CommitmentsLoans made on or about the Closing Date shall initially be ABR Loans. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender with a Term Commitment thereof. Not later than 12:00 Noon, New York City P.M. Pacific time, on the Closing Daterequested funding date, each Term Lender with a Term Commitment shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the portion of the Term Loan or Term Loans to be made by such LenderLender on or about the Closing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to funds or, if so specified in the extent applicableFlow of Funds Agreement, the respective obligations Administrative Agent shall wire transfer all or a portion of each Lender under this Agreement are several and not joint and no Lender shall be responsible for such aggregate amounts, in accordance with the failure wire instructions specified in the Flow of any other Lender to satisfy its obligations hereunderFunds Agreement.

Procedure for Term Loan Borrowing. The Each Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by (a) in the Administrative Agent case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days prior to the Second Amendment and Restatement Effective Date or (b) in the case of an ABR Borrowing, not later 11:00 a.m., New York City time, in on the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Second Amendment and Restatement Effective Date) requesting that the Canadian Term Lenders and US Term Lenders make the Canadian Term Loans and US Term Loans, as applicable, on the Closing Second Amendment and Restatement Effective Date and specifying the amount to be borrowed and, except in an amount equal the case of ABR Borrowing of US Term Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the aggregate amount definition of Term Commitmentsthe term Interest Period. Upon receipt of any such Borrowing Notice Request the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon10:00 a.m., New York City time, on the Closing Date, Second Amendment and Restatement Effective Date each Canadian Term Lender and US Term Lender shall make available to the Administrative Agent at the applicable Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the applicable Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which notice shall on the Closing Date be irrevocable and must be received deemed to have been submitted by the Administrative Agent prior to 11:00 a.m., New York City time, Borrower for ABR Loans in the case full amount of borrowing the Term Commitments of Eurodollar Loansall the Banks, three (3) Business Days prior and the Borrower shall have been deemed to have made the anticipated Closing Date and, representations and warranties contained in the case Notice of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing DateBorrowing) requesting that the Term Lenders Banks make the Term Loans on the Closing Date and specifying the amount to be borrowed. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an amount equal to oral notice of borrowing shall be in substantially the form of Exhibit 2.2 hereto ("Notice of Borrowing") which shall be signed by the Borrower and shall specify therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of Term Commitmentssuch Borrowing and (iv) with respect to any Committed LIBOR Rate Loan, the Interest Period for each such Loan. Upon receipt of any such a Notice of Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Lender Bank thereof. Not later than 12:00 Noon1:00 P.M., (New York City time), on the Closing Date, Date each Term Lender Bank shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderBank. The Administrative Agent shall credit the account of the Borrower on the books of such office the Funding Office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders Banks in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a an irrevocable Notice of Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be ABR Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a SOFR Loan having an amount equal Interest Period in excess of one month prior to the aggregate amount of Term Commitmentsdate that is 30 days after the Closing Date. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, 10:00 A.M. on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer all or a portion of such aggregate amounts to the extent applicableExisting Agent (for application against amounts then outstanding under the Existing Credit Facility), in accordance with the respective obligations wire instructions specified for such purpose in the Flow of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderFunds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Loan Lenders make the Term Loans and specifying (a) the amount and Type of Term Loans to be borrowed, (b) the requested Borrowing Date and (c) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. The Term Loans made on the Closing Date in an amount equal shall initially be Base Rate Loans, and may be converted to Eurodollar Loans after the aggregate amount of Term CommitmentsClosing Date pursuant to Section 2.11. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Loan Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of make available to the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Loan Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. (a) The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice substantially in the form of Exhibit K-1 (which shall be irrevocable and notice must be 39 received by the Administrative Agent prior to 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term Commitments. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon1:00 P.M., New York City time, on the Closing Business Day prior to the Fourth Amendment Effective Date) requesting that the Tranche A Term Lenders make the Tranche A Term Loans, in each case on the Fourth Amendment Effective Date, and specifying the amount to be borrowed. The Term Loans made on the Fourth Amendment Effective Date shall initially be ABR Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each such Tranche A Term Lender thereof. Not later than 3:00 P.M., New York City time, on the Fourth Amendment Effective Date each such Tranche A Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds (or as otherwise agreed pursuant to the Cashless Roll Letters) equal to the Tranche A Term Loan to be made by such Lender. The Administrative Agent shall credit the account of designated in writing by the Borrower on the books of such office of to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable such Tranche A Term Lenders in immediately available funds. Subject to Section 2.21(g) funds (which it is acknowledged will exclude the proceeds that are provided on a cashless basis pursuant to the extent applicable, terms of the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderCashless Roll Letters).

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing Date andRevolving Credit Termination Date, in the case if all or any part of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans are to be initially LIBOR Loans or (b) on the Closing Date in an amount equal Revolving Credit Termination Date, otherwise) if the Borrower intends to convert Revolving Credit Loans to Term Loans pursuant to Section 2.3 and specifying (i) whether the aggregate amount resulting Term Loans are to be initially LIBOR Loans, ABR Loans or a combination thereof, and (ii) if the Term Loans are to be entirely or partly LIBOR Loans the respective lengths of Term Commitmentsthe initial Interest Periods therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, The aggregate principal amount of the Term Loans shall be equal to the aggregate principal amount of the Revolving Credit Loans outstanding at the close of business New York City time, time on the Closing Date, Revolving Credit Termination Date and the Term Loans shall be deemed to have been made at such time without any payments being made by the Lenders. Promptly after the making of its Term Loan each Term Lender shall make available xxxx any Revolving Credit Note held by it "cancelled" and deliver the same to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderBorrower.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a an irrevocable Notice of Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City Pacific time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing DateDate (with originals to follow within three (3) Business Days)) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in an amount equal excess of one month prior to the aggregate amount of Term Commitmentsdate that is 30 days after the Closing Date. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City P.M. Pacific time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to funds or, if so specified in the extent applicableFlow of Funds Agreement, the respective obligations Administrative Agent shall wire transfer all or a portion of each Lender under this Agreement are several and not joint and no Lender shall be responsible such aggregate amounts to SVB (for application against the failure Existing Indebtedness), in accordance with the wire instructions specified for such purpose in the Flow of any other Lender to satisfy its obligations hereunderFunds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing Date and(or, in the case of a borrowing any Term Loans to be made after the Closing Date pursuant to Section 2.1(b), the requested Borrowing Date) in the case of ABR Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing Date (or, if applicable, the requested Borrowing Date), in the case of ABR Loans) requesting that the relevant Term Loan Lenders make the Term Loans on such date and specifying the Closing Date in an amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each relevant Term Loan Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable relevant Term Loan Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The (a) Subject to the terms and conditions in the Second Amendment, the Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.(i) 12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date andSecond Amendment Effective Date, in the case of a borrowing Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Second Amendment Effective Date, in the case of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Tranche C Term Lenders make the Tranche C Term Loans on the Closing Second Amendment Effective Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Tranche C Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Second Amendment Effective Date, each Tranche C Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Tranche C Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Tranche C Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderfunds.[Reserved].

Procedure for Term Loan Borrowing. The Parent Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:30 P.M., New York City time, in the case of borrowing of Eurodollar Loans, at least (a) three (3) Business Days prior to the anticipated Closing Date andDate, in if all or any part of the case of a borrowing of ABR Loans, Term Loans are to be initially Eurocurrency Loans or (b) one (1) Business Day prior to the anticipated Closing Date) , in all other cases, requesting that the Term Loan Lenders make the Term Loans on the Closing Date in an and specifying (i) the amount equal to be borrowed, (ii) whether the aggregate amount Term Loans are to be initially Eurocurrency Loans, ABR Loans or a combination thereof and (iii) if the Term Loans are to be entirely or partly Eurocurrency Loans, the respective amounts of Term Commitmentseach such Type of Loan and the respective lengths of the initial Interest Periods therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 NoonEach Term Loan Lender will make the amount of its pro rata share of the Term Loans available to the Administrative Agent for the account of the Parent Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date, each Term Lender shall make Date in Dollars and in funds immediately available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Parent Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Loan Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three time (3) Business Days prior or such later time acceptable to the anticipated Closing Date and, in the case of a borrowing of ABR LoansAdministrative Agent)), one (1) Business Day prior to the anticipated Closing Date) Date requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed, which notice may be revoked by the Borrower at any time prior to 2:00 P.M., New York City time, on the date identified in such notice as the date of the proposed Borrowing. The Term Loans made on the Closing Date shall initially be Eurodollar Loans with an amount equal to the aggregate amount Interest Period of Term Commitmentsthree months. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon2:00 P.M., New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Term Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. (a) The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which shall be irrevocable and Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, (i) three (3) Business Days prior to the anticipated Closing Date andSecond Amendment Effective Date, in the case of a borrowing of ABR Eurodollar Loans, and (ii) one (1) Business Day prior to the anticipated Closing Second Amendment Effective Date, in the case of Base Rate Loans) requesting that the Term Loan Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term CommitmentsSecond Amendment Effective Date. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Second Amendment Effective Date each Term Loan Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender; provided, however, that, at the option of each Term Loan Lender that is an Existing Term Lender, all or a portion of the aggregate amount of the Existing Term Loans of such Lender may be converted to Term Loans and applied toward satisfaction of the foregoing funding requirement. The Subject to the immediately preceding sentence, the Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of use the amounts made available to the Administrative Agent by the applicable Term Loan Lenders in immediately available funds. Subject to Section 2.21(g) to prepay the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderExisting Term Loans outstanding on such date.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:30 P.M., New York City time, in the case of borrowing of Eurodollar Loans, at least (a) three (3) Business Days prior to the anticipated Closing Date andDate, in if all or any part of the case of a borrowing of ABR Loans, Term Loans are to be initially Eurodollar Loans or (b) one (1) Business Day prior to the anticipated Closing Date) , in all other cases requesting that the Term Loan Lenders make the Term Loans on the Closing Date in an and specifying (i) the amount equal to be borrowed, (ii) whether the aggregate amount Term Loans are to be initially Eurodollar Loans, ABR Loans or a combination thereof, and (iii) if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of Term Commitmentseach such Type of Loan and the respective lengths of the initial Interest Periods therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 NoonEach Term Loan Lender will make the amount of its pro rata share of the Term Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date, each Term Lender shall make Date in Dollars and in funds immediately available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Loan Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments on the Closing Date, provided that, if the Term Loans are to be initially Eurodollar Loans, the Closing Date must be a Working Day and, if the Term Loans are to be initially Alternate Base Rate Loans, the Closing Date must be a Business Day and provided, further, that the Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Working Days prior to the anticipated Closing Date andRequested Borrowing Date, in if the case of a borrowing of ABR Term Loans are to be initially Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated requested Borrowing Date, otherwise), specifying the Closing Date) Date and whether the Term Loans are to be initially Eurodollar Loans or Alternate Base Rate Loans and requesting that the Term Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term Commitmentssuch date. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, 11:00 A.M. on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at its office specified in subsection the Funding Office (or by wire transfer amount of such Lender's Term Loan in immediately available funds. Subject to the satisfaction of the conditions precedent set forth in Section 4, the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by on such Lender. The Administrative Agent date shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to have given the Administrative Agent a Borrowing Notice notice (which shall be irrevocable and notice must be have been received by the Administrative Agent prior to 11:00 a.m.9:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three and shall be irrevocable after funding) on (3i) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an amount equal to specifying the aggregate amount of the Initial Term CommitmentsLoans to be borrowed or (ii) the Second Amendment Effective Date specifying the amount of Tranche B-2 Term Loans to be borrowed. Upon receipt of any such Borrowing Notice notice, the Administrative Agent shall promptly notify each relevant Term applicable Lender thereof. Not later than 12:00 NoonEach applicable Lender will make (a) in the case of the Initial Term Loans, the amount of its pro rata share (based on its Initial Term Loan Percentage) of the Initial Term Loan Commitments and (b) in the case of the Tranche B-2 Term Loans, the amount of its pro rata share (based on its Tranche B-2 Term Loan Percentage) of the Tranche B-2 Term Loan Commitments, as applicable, available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date or the Second Amendment Effective Date, each Term Lender shall make as applicable, in funds immediately available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.”

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing Date andRevolving Credit Termination Date, in the case if all or any part of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans are to be initially LIBOR Loans or (b) on the Closing Date in an amount equal Revolving Credit Termination Date, otherwise) if the Borrower intends to convert Revolving Credit Loans to Term Loans pursuant to Section 2.3 and specifying (i) whether the aggregate amount resulting Term Loans are to be initially LIBOR Loans, ABR Loans or a combination thereof, and (ii) if the Term Loans are to be entirely or partly LIBOR Loans the respective lengths of Term Commitmentsthe initial Interest Periods therefor. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, The aggregate principal amount of the Term Loans shall be equal to the aggregate principal amount of the Revolving Credit Loans outstanding at the close of business New York City time, time on the Closing Date, Revolving Credit Termination Date and the Term Loans shall be deemed to have been made at such time without any payments being made by the Lenders. Promptly after the making of its Term Loan each Term Lender shall make available mark any Revolving Credit Note held by it "cancelled" and deliver the xxxe to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderBorrower.

Procedure for Term Loan Borrowing. The U.S. Borrower may borrow the Term Loans on the Closing Date, provided that the U.S. Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, (a) at least three (3) Business Days prior to the anticipated Closing Date andDate, in if all or any part of the case of a borrowing of ABR Term Loans are to be initially Eurodollar Loans, one or (1b) Business Day prior on the Closing Date, otherwise), specifying in each case (i) the amount to be borrowed, (ii) the anticipated Closing Date, (iii) requesting that whether the Term Lenders make borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the Term Loans on borrowing is to be entirely or partly of Eurodollar Loans, the Closing Date in an amount equal to the aggregate amount of Term Commitmentssuch Type of Loan and the length of the initial Interest Period therefor. Upon receipt of any such Borrowing Notice notice from the U.S. Borrower, the Administrative Agent shall promptly notify each relevant Term Lender 38 32 thereof. Not later than 12:00 Noon1:30 p.m., New York City time, on the Closing Date, Date each Term Lender shall make available an amount equal to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an principal amount in immediately available funds equal to of the Term Loan to be made by such Lenderit available to the Administrative Agent at its office specified in subsection 13.2 in U.S. Dollars and in immediately available funds. The Administrative Agent shall on such date credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. (a) The Borrower shall deliver to give the Administrative Agent irrevocable notice by submitting a Borrowing Notice Request (which shall be irrevocable and Borrowing Request must be received by the Administrative Agent prior to 11:00 a.m.(a) 12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, time one (1) U.S. Government Securities Business Day prior to the anticipated Closing Date, in the case of Term Benchmark Loans or (b) 10:00 a.m., New York City time, the Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term B Lenders make the Term B Loans on the Closing Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice Request, the Administrative Agent shall promptly notify each relevant Term B Lender thereof. Not Subject to Section 2.2(b), not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term B Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term B Loan or Term B Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term B Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent irrevocable notice in the form of a Borrowing Notice Request (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.1:00 P.M., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing requested Borrowing Date and, in the case of a borrowing of ABR Loans, any Tranche B Term Loans or Tranche A Term Loans that will be Eurodollar Loans or (b) one (1) Business Day prior to the anticipated Closing Daterequested Borrowing Date in the case of any Tranche B Term Loans or Tranche A Term Loans that will be ABR Loans) requesting that the Term Lenders make the Term Loans on such Borrowing Date, and specifying the Closing Date in an amount equal to the aggregate amount of Term Commitmentsbe borrowed under each Class. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date or such Borrowing Date, as applicable, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Term Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Notice of Borrowing Notice (which shall be irrevocable and Notice of Borrowing must be received by the Administrative Agent prior to 11:00 a.m.2:00 P.M., New York City Eastern time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing DateDate (with originals to follow within 30 days)) requesting that the Term Lenders make the initial Term Loans to be disbursed on the Closing Date in an amount equal to the aggregate amount of Term CommitmentsDate. Upon receipt of any such Borrowing Notice notice, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City Eastern time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Term Lender. The Upon receipt of all requested funds, the Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to funds or, if so specified in the extent applicableNotice of Borrowing (or any attachment thereto), the respective obligations Administrative Agent shall wire transfer all or a portion of each Lender under this Agreement are several and not joint and no Lender shall be responsible for such aggregate amounts in accordance with the failure wire instructions specified in the Notice of Borrowing (or any other Lender to satisfy its obligations hereunderattachment thereto).

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.(i) 12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date andRestatement Effective Date, in the case of a borrowing Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Restatement Effective Date in the case of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Lenders make the Tranche B Term Loans on the Closing Restatement Effective Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant applicable Tranche B Term Lender thereof. Not Subject to the terms and conditions set forth in this Agreement, not later than 12:00 Noon, New York City time, on the Closing Restatement Effective Date, each applicable Tranche B Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Tranche B Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice an irrevocable notice of borrowing in the form of Exhibit L hereto (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans and, unless otherwise agreed by the Administrative Agent in an amount equal its sole discretion, may not be converted into or continued as a Eurodollar Loan prior to the aggregate amount date that is the earlier of Term Commitments7 days after the Closing Date and the Syndication Date. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Commitments during the Availability Period on any Business Day, provided that there shall deliver to not be more than a total of eleven borrowings, and provided further that the Borrower shall give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent (a) prior to 11:00 a.m.12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date andrequested Borrowing Date, in the case of a borrowing Eurodollar Loans, or (b) 9:00 A.M., New York City time on the requested Borrowing Date, in the case of ABR Loans), one specifying (1i) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make amount and Type of the Term Loans on to be borrowed and (ii) the Closing Date requested Borrowing Date. Each borrowing under the Commitments shall be in an a minimum amount equal to the aggregate amount of Term Commitments$100,000. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent at Agent. Such borrowing will then be made available to the Funding Office (or Borrower by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit crediting the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, Administrative Agent or as otherwise agreed by the respective obligations of each Lender under this Agreement are several Borrower and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Borrowing Date) requesting that the Term Lenders make the Term Loans on such Borrowing Date and specifying the amount to be borrowed. The Term Loans shall initially be Base Rate Loans, and, unless otherwise agreed by the Administrative Agent in its sole discretion, until the date that is 65 days after the Closing Date in an amount equal to all Interest Periods for all Loans hereunder which are LIBOR Loans shall be of one month duration and shall end on the aggregate amount of Term Commitmentssame Business Day. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Borrowing Date each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderLender on such Borrowing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Administrative Borrower shall deliver to give the Administrative Agent a an irrevocable Notice of Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City Pacific time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing DateFunding Date (with originals to follow within 3 Business Days)) requesting that the Term Lenders make the Term Loans on the Closing Funding Date and specifying the amount to be borrowed. The Term Loans made on the Funding Date shall initially be ABR Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a Eurodollar Loan having an amount equal Interest Period in excess of one month prior to the aggregate amount of Term Commitmentsdate that is 30 days after the Funding Date. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 NoonP.M., New York City Pacific time, on the Closing Date, Funding Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower applicable Borrowers on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer all or a portion of such aggregate amounts to the extent holders of the Existing Notes (for application against amounts then outstanding under the Existing Notes) and, as applicable, the respective obligations Existing Revolving Lender (for application against amounts then outstanding under the Existing Revolver), in each case in accordance with the wire instructions specified for such purpose in the Flow of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderFunds Agreement.

Procedure for Term Loan Borrowing. The Parent Borrower --------------------------------- shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated French Closing Date or the Thai Closing Date, as the case may be) requesting that the Term Lenders make the Term Loans on the French Closing Date or the Thai Closing Date, as the case may be and specifying the amount to be borrowed. The Term Loans made on each of the French Closing Date and the Thai Closing Date shall initially be Alternate Base Rate Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a Eurocurrency Loan having an amount equal Interest Period in excess of one month prior to the aggregate amount of Term Commitmentsdate that is 60 days after the French Closing Date or the Thai Closing Date, as the case may be. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the French Closing Date or the Thai Closing Date, as the case may be, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Parent Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, in the case of borrowing of Eurodollar Loans, (a) three (3) Business Days prior to the anticipated Closing Date and(or, in the case of a borrowing any Term Loans to be made after the Closing Date pursuant to Section 2.1(b), the requested Borrowing Date) in the case of ABR Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing Date (or, if applicable, the requested Borrowing Date), in the case of ABR Loans) requesting that the relevant Term Loan Lenders make the Term Loans on such date and specifying the Closing Date in an amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, requested Borrowing Date each relevant Term Loan Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable relevant Term Loan Lenders in immediately available funds. Subject to Section 2.21(gThe requested Borrowing Date (i) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.Replacement Tranche B Term Loans made pursuant to

Procedure for Term Loan Borrowing. The Parent Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.12:30 P.M., New York City time), (i) in the case of Term Loans to be made on or within 14 days following the Closing Date, at least three Business Days, and (ii) in the case of Delayed Draw Term Loans to be made more than 14 days following the Closing Date, five Business Days, prior to the date of Borrowing (including the Closing Date) specifying the amount to be borrowed; provided that, in the case of borrowing of Eurodollar Delayed Draw Term Loans, three (3) Business Days prior such Borrowings shall be made in minimum increments of $25,000,000 and shall be used solely to finance the anticipated Closing Date andrepurchase, in repayment or other satisfaction of Assumed Indebtedness maturing on or before August 15, 2007, including the case payment of a borrowing of ABR Loanspremiums, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term Commitmentspenalties, fees and expenses related thereto. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term applicable Lender thereof. Not later than Each applicable Lender will make the amount of its pro rata share (based on its applicable Term Loan Percentage) of the applicable Term Loans available to the Administrative Agent for the account of the Parent Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 NoonP.M., New York City time, on the Closing DateDate or such other date of Borrowing, each Term Lender shall make as applicable, in Dollars and in funds immediately available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Parent Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Loan Lenders and in immediately available funds. Subject to Section 2.21(g) to like funds as received by the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunderAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Borrowing Date) requesting that the Term Lenders make or continue, as the case may be, the Term Loans on the Closing Date in an amount equal to the aggregate amount of Term Commitmentssuch Borrowing Date. Upon receipt of any such Borrowing Notice notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Borrowing Date each Tranche B Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Tranche B Term Loan to be made by such LenderLender on such Borrowing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Tranche B Term Lenders in immediately available fundsfunds and, immediately thereafter, debit such amount from such account and apply the amount so debited to repay the principal of all Term Loans outstanding on the Closing Date that are not being continued in accordance with Section 2.1(a). Subject The borrower shall on the Closing Date pay all accrued and unpaid interest on the Term Loans so prepaid, together with any amounts payable in connection therewith pursuant to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder2.18.

Procedure for Term Loan Borrowing. (a) The Borrower shall deliver to give the Administrative Agent irrevocable notice by submitting a Borrowing Notice Request (which shall be irrevocable and Borrowing Request must be received by the Administrative Agent prior to 11:00 a.m.(a) 12:00 Noon, New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, time one (1) U.S. Government Securities Business Day prior to the anticipated Closing Date, in the case of Term Benchmark Loans or (b) 10:00 a.m., New York City time, the Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Initial Term B Lenders make the Initial Term B Loans on the Closing Date in an and specifying the amount equal to the aggregate amount of Term Commitmentsbe borrowed. Upon receipt of any such Borrowing Notice Request, the Administrative Agent shall promptly notify each relevant Initial Term B Lender thereof. Not Subject to Section 2.2(b), not later than 12:00 Noon, New York City time, on the Closing Date, Date each Initial Term B Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Initial Term B Loan or Initial Term B Loans to be made by such Initial Term B Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Initial Term B Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.