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 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 (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 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. (a) The Borrower shall deliver to the Administrative Agent (for delivery to the Lenders) a fully executed 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, no later than one (1) Business Day prior in advance of the proposed Borrowing Date (or such shorter period as may be acceptable to the anticipated Closing Date) requesting that the Administrative Agent). Each Term Lenders make the Term Loans on the Closing Date in Loan shall be a SOFR Borrowing with an amount equal to the aggregate amount Interest Period of Term Commitmentsthree months’ duration. Upon receipt of any such Borrowing Notice the The Administrative Agent shall promptly notify advise the applicable Lenders of any notice given pursuant to this Section 2.02 (and the contents thereof), and of each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on Lender’s portion of the Closing Daterequested borrowing. (b) Upon satisfaction or waiver of the conditions precedent specified herein, each Term Lender shall make its Term Loan available to (x) the Administrative Agent at the Funding Office (or by wire transfer of same day funds in Dollars, to the account designated by the Administrative Agent Accountor (y) at such Term Lender’s election, unless otherwise directed the Borrower by wire transfer of same day funds in Dollars to be credited to the account designated in writing by the Administrative AgentBorrower, in each case not later than 12:00 p.m. (New York City time) an amount in immediately available funds equal to on the Term Loan to be made by such Lenderapplicable Borrowing Date. The Administrative Agent shall credit make the account proceeds of the Term Loans available to the Borrower on the books applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such office of the Term Loans received by Administrative Agent with from the aggregate of the amounts made available Term Lenders to be credited to such account as may be designated in writing 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 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 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 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. 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 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 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.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 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.(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 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, 12:00 P.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, no Term Loan may be converted to 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, 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 listed in the books of such office of the Administrative Agent Credit Authorization 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 Lender (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 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 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 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 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 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 to give the Administrative Agent a Borrowing Notice irrevocable notice by telecopy or electronic mail (which electronic mail shall be irrevocable and include a PDF copy of such notice executed by a Responsible Officer) (which 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 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 week prior to the aggregate amount of Term Commitmentsdate that is 60 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 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 notice specifying the amount of the Closing Date Term Loans or Delayed Draw 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 a Borrowing Notice irrevocable notice (which shall be irrevocable and notice must be received by the Administrative Agent prior to 12:30 P.M. (or prior to 11:00 a.m.A.M. in the case of the initial borrowing hereunder if such initial borrowing is of ABR Loans), 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 andEffective Date, in if all or any part of the case of a borrowing of ABR LoansTerm Loans are to be initially Eurodollar Loans or (b) on the Effective Date, one (1) Business Day prior to the anticipated Closing Date) otherwise, requesting that the Term Loan Lenders make the Term Loans on the Closing Effective 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 12.2 prior to 11:00 A.M., New York City time, on the Closing Date, each Term Lender shall make Effective 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 Agent, c/o Loan and Agency Service Group, One Chase Manhxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxth 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 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. The (i) Not later than 2:00 p.m. Eastern time at least 1 Business Day prior to a borrowing of Term Loans that are to be Base Rate Loans and not later than 2:00 p.m. Eastern time at least 3 Business Days prior to a borrowing of Term Loans that are to be SOFR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing. Each Notice of Borrowing Notice shall specify the aggregate principal amount of the Term Loans to be borrowed, the date such Term Loans are to be borrowed (which must be a Business Day), the Type of the requested Term Loans, and if such Term Loans are to be Term SOFR Loans, the initial Interest Period for such Term Loans. Each Notice of Borrowing shall be irrevocable once given 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 binding on the Closing Date in an amount equal to Borrower. (ii) Upon satisfaction or waiver of 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 Dateconditions precedent specified herein, each applicable Term Loan Lender shall make its Term Loan of the applicable Class available to the Administrative Agent at not later than 12:00 p.m. Eastern time on the Funding Office (or applicable Borrowing Date by wire transfer to of same day funds in Dollars, at the Administrative Agent Account, unless otherwise directed in writing principal office designated by the Administrative Agent) . Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the applicable Term Loans available to the Borrower on the applicable Borrowing Date by causing an amount of same day funds in immediately available funds Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from the applicable Term Loan Lenders to be made by such Lender. The Administrative Agent shall credit credited to the account of the Borrower on at the books of such principal office of designated by the Administrative Agent with the aggregate of the amounts made available or to such other account as may be designated in writing 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 To borrow Initial Term Loans on the Closing Date, 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.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 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), specifying (i) requesting that the Term Lenders make the amount and Type of Initial Term Loans on to be borrowed, and (ii) in the Closing Date case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the aggregate amount case of Term CommitmentsABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such Borrowing Notice Request from the Borrower, the Administrative Agent shall promptly notify each relevant applicable Term Lender thereof. Not later than Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make Borrowing Date in respect of such Commitments requested by such Borrower 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 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 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.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 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 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 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 requested Borrowing Date, otherwise), specifying (i) requesting that the Term Lenders make amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Term Loans on are to be initially Eurodollar Loans, ABR Loans or a combination thereof, and (iv) if the Closing Date Term Loans are to be entirely or partly Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the aggregate amount case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then available Term CommitmentsLoan Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. 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 each borrowing 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 1:00 P.M., 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, 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 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 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 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 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 may borrow under the Term Loan Commitments on the Closing Date, provided 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.10:00 A.M., New York City timetime on the Closing Date specifying (i) the amount to be borrowed, in (ii) the case requested Borrowing Date (which, for the avoidance of doubt, will be the Closing Date), (iii) whether the borrowing is to be of Eurodollar Loans, three ABR Loans or a combination thereof and (3iv) Business Days prior if the borrowing is to the anticipated Closing Date and, in the case be entirely or partly of a borrowing of ABR Eurodollar Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that amount of such Type of Loan and the length of the initial Interest Period therefor. The borrowing under the Term Lenders make the Term Loans on the Closing Date Loan Commitments shall be in an amount equal to (x) in the aggregate amount case of Term CommitmentsABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 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 NoonPrior to 11:00 A.M., New York City time, on the Closing DateBorrowing Date requested by the Borrower, each Lender will make an amount equal to its Term Lender shall make Loan Commitment Percentage of the principal amount of the Term Loans requested to be made on such Borrowing Date available to the Administrative Agent for the account of the Borrower at the Funding Office (or by wire transfer to office of the Administrative Agent Account, unless otherwise directed specified in writing by the Administrative Agent) an amount Agent to the Lenders in funds immediately available funds equal to the Term Loan to Administrative Agent. Such borrowing will then be made available to the Borrower by such Lender. The 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, 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 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 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. The 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 prior to case of a Eurocurrency Borrowing, 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 First Borrowing Date and, or (b) in the case of a borrowing of an ABR LoansBorrowing, one (1) Business Day prior to not later 10:00 A.M., New York City time, on the anticipated Closing First Borrowing Date) requesting that the Term Lenders make the Term Loans on the Closing First Borrowing Date and specifying the amount to be borrowed and, in an amount equal the case of a Eurocurrency Borrowing, 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 Noon, New York City time, on the Closing Date, First 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 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 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 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.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 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 10:00 A.M. (or such later time approved by the case of borrowing of Eurodollar Loans, three (3Administrative Agent) 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 in the case of SOFR Loans or on the Closing Date in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed (provided that a Notice of Borrowing in an amount equal respect of the Borrowings to be made on the aggregate amount Closing Date may be conditioned on the effectiveness of Term Commitmentsthis Agreement and the obligations of each Lender to make its initial extension of credit hereunder). 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 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) 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.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 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 in an and specifying the amount equal to be borrowed. Unless otherwise agreed by the aggregate amount of Administrative Agent, the Term CommitmentsLoans made on 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 thereof. Not later than 12:00 Noon, New York City time, P.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 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 Notice of Borrowing, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts 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 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 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.”