Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date andDate, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and Date, (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, (ix) in the case of Tranche G Term Loans, the Eighth Amendment Closing Date and (x) in the case of Tranche H Term Loans, the Tenth Amendment Closing Date in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans andLoans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans and Tranche F H Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent orAgent, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or Agent, (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, (ix) having a Tranche G Term Loan Commitment will make the amount of its pro rata share of the Tranche G Term Loan Commitments available to the Administrative Agent or (x) having a Tranche H Term Loan Commitment will make the amount of its pro rata share of the Tranche H Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or), the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or ), the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans), the Eighth Amendment Effective Closing Date (in the case of Tranche G Term Loans) or the Tenth Amendment Effective Closing Date (in the case of Tranche H Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Parent Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:30 P.M., New York City time), and shall be irrevocable after fundingat least (a) on (i) in the case of the Initial Term Loans, three Business Days prior to the Closing Date, if all or any part of the Term Loans are to be initially Eurocurrency Loans or (b) one Business Day prior to the Closing Date, otherwise, specifying (i) the amount to be borrowed, (ii) in whether the case of Term Loans are to be initially Eurocurrency Loans, ABR Loans or a combination thereof and (iii) if the Tranche B Refinancing Term Loans are to be entirely or partly Eurocurrency Loans, the First Incremental Amendment Effective Date, (iii) in respective amounts of each such Type of Loan and the case respective lengths of the Tranche B Initial initial Interest Periods therefor. All Term Loans, Loans incurred and/or maintained during the First Incremental Amendment Closing Date, (iv) in first and second weeks following the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, shall be incurred and/or maintained as ABR Loans (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F B Dollar Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term ) or as Eurocurrency Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedwith a one-week Interest Period applicable thereto. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment Lender will make the amount of its pro rata share (based on its Tranche B Dollar Term Loan Percentage or Tranche B Euro Term Loan Percentage, as the case may be) of each Tranche of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments Loans available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Parent Borrower at the office of the Administrative Agent specified in Section subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date Dollars (in the case of Tranche F B Dollar Term Loans) or in Euros (in the case of Tranche B Euro Term Loans) and in funds immediately available to the Administrative Agent. 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 Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The (a) Subject to the terms and conditions in the Second Amendment, the Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.(i) 12:00 Noon, New York City time, and shall be irrevocable after funding) on (i) three Business Days prior to the anticipated Second Amendment Effective Date, in the case of the Initial Term Eurocurrency Loans, the Closing Date, or (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (day of the anticipated Second Amendment Effective Date, in the case of the Initial Term ABR Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of ) requesting that the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of Lenders make the Tranche D C Term Loans) or, Loans on the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Second Amendment Effective Closing Date (in and specifying the case amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche F C Term Loans) in funds immediately Lender thereof. Not later than 12:00 Noon, New York City time, on the Second Amendment Effective Date, each Tranche C Term Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Tranche C 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 Tranche C Term Lenders and in like funds as immediately available funds.[Reserved]. (b) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative AgentAgent prior to (i) 12:00 Noon, New York City time, three Business Days prior to the anticipated Incremental Facilities Closing Date, in the case of Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Incremental Facilities Closing Date, in the case of ABR Loans) requesting that the Tranche A Term Lenders make the Tranche A Term Loans on the Incremental Facilities Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Lender thereof. Subject to the terms and conditions set forth in the Incremental Facilities Agreement, not later than 12:00 Noon, New York City time, on the Incremental Facilities Closing Date, each Tranche A Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche A Term Loan or Tranche A 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 Tranche A Term Lenders in immediately available funds. (c) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i) 12:00 Noon, New York City time, three Business Days prior to the anticipated Tranche B Term Facility Initial Funding Date or Tranche B Term Facility Increase Funding Date, as applicable, in the case of Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Tranche B Term Facility Initial Funding Date or Tranche B Term Facility Increase Funding Date, as applicable, in the case of ABR Loans) requesting that the Tranche B Term Lenders make the Tranche B Term Loans on the Tranche B Term Facility Initial Funding Date or the Tranche B Term Facility Increase Funding Date, as applicable, and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Tranche B Term Lender thereof. Subject to the terms and conditions set forth in the Sixth Amendment, not later than 12:00 Noon, New York City time, on the Tranche B Term Facility Initial Funding Date, each or the Tranche B Term Facility Increase Funding Date, as applicable, each applicable Tranche B Term Lender shall make available to the Administrative Agent at the Funding Office 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 Tranche B Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given deliver to the Administrative Agent notice a Borrowing Notice (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City Chicago time one Business Day prior to the anticipated Closing Date) requesting that the Tranche A Term Loan Lenders make Tranche A Term Loans, the Tranche B Term Loan Lenders make Tranche B Term Loans and the Capital Markets Loan Lenders make Capital Markets Term Loans, in each case on the Closing Date. 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 having an Interest Period in excess of one month prior to the Syndication Date. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender, each Tranche B Term Loan Lender and each Capital Markets Term Loan Lender thereof. Not later than 1:00 P.M., Chicago time, and shall be irrevocable after funding) on the Closing Date (i) each Tranche A Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the case of the Initial Tranche A Term Loans, Loan to be made by such Lender on the Closing Date, (ii) each Tranche B Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche B Term Loan to be made by such Lender on the Closing Date and (iii) each Capital Markets Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Capital Markets Term Loan to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders, the Tranche B Term Loan Lenders and the Capital Markets Term Loan Lenders in like funds as received by the Administrative Agent. (b) Subject to Section 2.1(a), the Borrower may borrow under the Tranche A Term Loan Commitments on the Additional Tranche A Term Loan Borrowing Date, provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., Chicago time, (a) three Business Days prior to the requested Additional Tranche A Term Loan Borrowing Date, in the case of the Tranche B Refinancing Term Eurodollar Loans, or (b) one Business Day prior to the First Incremental Amendment Effective requested Additional Tranche A Term Loan Borrowing Date, (iii) in the case of Base Rate Loans), requesting that the Tranche B Initial A Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Loan Lenders make Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D A Term Loans and, on the Additional Tranche E A Term Loans and Tranche F Term Loans, as applicable, to be borrowedLoan Borrowing Date. Upon receipt of such noticeBorrowing Notice, the Administrative Agent shall promptly notify each applicable Tranche A Term Loan Lender thereof. Each Lender (i) having an Initial Tranche A Term Loan Commitment Lender will make the amount of its pro rata share of the Initial such borrowing of Tranche A Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments Loans available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 Funding Office prior to 10:00 A.M.1:00 P.M., New York City Chicago time, on the Closing Additional Tranche A Term Loan Borrowing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of make available to the Borrower on the books of the Administrative Agent with the aggregate of the such amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in like funds as received by the Administrative Agent. (c) The Borrower may borrow under the Delayed Draw Term Loan Commitments on the Delayed Draw Term Loan Borrowing Date, provided that the Borrower shall give the Administrative Agent a Borrowing Notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., Chicago time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), requesting that the Delayed Draw Term Loan Lenders make Delayed Draw Term Loans on the Delayed Draw Term Loan Borrowing Date. Upon receipt of such Borrowing Notice, the Administrative Agent shall promptly notify each Delayed Draw Term Loan Lender thereof. Each Delayed Draw Term Loan Lender will make the amount of its pro rata share of the borrowing of Delayed Draw Term Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 1:00 P.M. Chicago time, on the Delayed Draw Term Loan Borrowing Date in funds immediately available to the Administrative Agent. The Administrative Agent shall make available to the Borrower the aggregate of such amounts made available to the Administrative Agent by the Delayed Draw Term Loan Lenders in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M.A. M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing DateDate and, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, Date and (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term LoansLoans and, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F C Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, or (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.A. M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans)) or, the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), ) or the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent notice written notice, substantially in the form of Exhibit A-1 hereto (a “Notice of Borrowing”) (which notice Notice of Borrowing must have been be received by the Administrative Agent not later than 12:00 P.M. one (1) Business Day prior to 9:00 A.M.the Closing Date or any Incremental Facility Closing Date in respect of Incremental Term Commitments (or, New York City time, and shall be irrevocable after funding) on (i) in the case of Eurodollar Loans on any such Incremental Facility Closing Date, three (3) Business Days prior thereto (unless waived by the Initial Term LoansAdministrative Agent); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration or less (other than an Interest Period of one, two, three or six months) as provided in the definition of “Interest Period,” the applicable Notice of Borrowing must be received by the Administrative Agent not later than 12:00 P.M. four (4) Business Days prior to such Incremental Facility Closing Date, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and not later than 12:00 P.M., three (3) Business Days prior to such Incremental Facility Closing Date, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by such Lenders))) requesting that the applicable Term Lenders make the applicable Term Loans on the Closing Date or any such Incremental Facility Closing Date. Each Notice of Borrowing shall specify (i) the aggregate principal amount to be borrowed, (ii) in the case of requested Borrowing Date (which shall be a Business Day) and (iii) whether such Term Loans being incurred are to be made as ABR Loans or, to the Tranche B Refinancing Term extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedinitial Interest Period applicable thereto. Upon receipt of such notice, Notice of Borrowing the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Not later than 1:00 P.M. on the Closing Date or any such Incremental Facility Closing Date each Term Lender (i) having an Initial Term Loan Commitment will shall make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E at the Funding Office an amount in immediately available funds equal to the Term Loan Commitment will make the amount of its pro rata share of the Tranche E or Term Loan Commitments available Loans to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on be made by such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentLender.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing DateDate and, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, and (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term LoansLoans and, Tranche D Term Loans and, and Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative AgentAgent or, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, or (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans)) or, the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, or the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the #895889271003585382v5 8 amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Parent Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:30 P.M., New York City time) on, and shall be irrevocable after funding) on (i) in the case of the Initial Tranche B-1 Term Loans, the Business Day immediately prior to the proposed date of Borrowing (including the First Incremental Amendment Closing Date) and (ii, (ii) in the case of the Tranche B Refinancing B-2 Term Loans, the First Incremental Business Day immediately prior to the proposed date of Borrowing (including the Amendment No. 2 Effective Date, ) and (iii) in the case of the Tranche B Initial all other Term Loans, the First Incremental Amendment date of Borrowing (including the Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date), in each case, case specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each applicable Lender (i) having an Initial Term Loan Commitment will make (a) in the case of the Tranche B Term Loans, the amount of its pro rata share (based on its applicable Tranche B Term Loan Percentage) of the Initial applicable Tranche B Term Loan Commitments available to the Administrative AgentLoans and, (iib) having a in the case of the Tranche B Refinancing B-1 Term Loan Commitment will make Loans, the amount of its pro rata share (based on its Tranche B-1 Term Loan Percentage) of the applicable Tranche B Refinancing B-1 Term Loan Commitments available to Loans and (c) in the Administrative Agentcase of Tranche B-2 Term Loans, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share (based on its Tranche B-2 Term Loan Percentage) of the Tranche B Initial B-2 Term Loan Commitments available to the Administrative AgentLoans, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments in each case available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Parent Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.12:00 noon, New York City time, on the Closing Date (in the case of the Initial Tranche B Term Loans)) or, the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), on the First Incremental Amendment Closing Date (in the case of the Tranche B Initial B-1 Term Loans), ) or on the Tranche B Delayed Draw Closing Amendment No. 2 Effective Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E B-2 Term Loans) or the Seventh Amendment Effective Closing Date (such other date of Borrowing, as applicable, in the case of Tranche F Term Loans) Dollars and in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Parent Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Lenders, the Tranche B-1 Term Lenders or the Tranche B-12 Term Lenders, as applicable and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which notice Borrowing Request must have been be received by the Administrative Agent prior to 9:00 A.M.(a) 12:00 Noon, New York City time one U.S. Government Securities Business Day prior to the anticipated Closing Date, in the case of Term Benchmark Loans or (b) 10:00 a.m., New York City time, and shall be irrevocable after funding) on (i) the Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Initial Term Loans, B Lenders make the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, B Loans on the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such noticeBorrowing Request, the Administrative Agent shall promptly notify each applicable Initial Term B Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available Subject to the Administrative AgentSection 2.2(b), (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the each Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Initial Term B Loan or Initial Term B Loans to be made by such Initial Term B Lender. The Administrative Agent shall 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 Initial Term B Lenders in immediately available funds. (b) On the Closing Date, each Initial Continuing Lender agrees to “fund” its Initial Term B Loans on the Effective Date as follows: (i) the outstanding aggregate principal amount of Existing Term B Loans of each Existing Term B Lender that has executed this Agreement and that has aan Initial Term B Commitment (each, aan “Initial Continuing Lender”) shall, subject to clauses (ii) and (iv) below, automatically be converted into Initial Term B Loans hereunder in like funds a principal amount equal to such Initial Continuing Lender’s Initial Term B Commitment on the Closing Date; (ii) to the extent any Existing Term B Lender has aan Initial Term B Commitment that is less than the full outstanding principal amount of the Existing Term B Loans of such Existing Term B Lender, such Existing Term B Lender shall be repaid in cash with the proceeds of the Initial Term B Loans in an amount equal to the difference between the outstanding principal amount of the Existing Term B Loans of such Existing Term B Lender and such Existing Term B Lender’s Initial Term B Commitment; (iii) the outstanding aggregate principal amount of Existing Term B Loans of each Existing Term B Lender that is not aan Initial Continuing Lender shall be repaid in full in cash with the proceeds of the Initial Term B Loans; and (iv) to the extent any Existing Term B Lender has Initial Term B Commitments that are greater than the full outstanding principal amount of the Existing Term B Loans of such Existing Term B Lender, such Existing Term B Lender shall fund in cash (without application of Section 2.16) a new Initial Term B Loan to the Borrower in a principal amount equal to such Existing Term B Lender’s Initial Term B Commitment on the Closing Date less the amount of such Existing Term B Lender’s Existing Term B Loans. (c) The procedures for borrowing the New Term Loans on the First Amendment Effective Date are as received by set forth in the Administrative AgentFirst Amendment.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date andDate, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and Date, (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, (ix) in the case of Tranche G Term Loans, the Eighth Amendment Closing Date and, (x) in the case of Tranche H Term Loans, the Tenth Amendment Closing Date and (xi) in the case of Tranche I Term Loans, the Fourteenth Amendment Closing Date in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans and, Tranche E H Term Loans and Tranche F I Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent orAgent, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or Agent, (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, (ix) having a Tranche G Term Loan Commitment will make the amount of its pro rata share of the Tranche G Term Loan Commitments available to the Administrative Agent or, (x) having a Tranche H Term Loan Commitment will make the amount of its pro rata share of the Tranche H Term Loan Commitments available to the Administrative Agent or (xi) having a Tranche I Term Loan Commitment will make the amount of its pro rata share of the Tranche I Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or), the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or ), the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans), the Eighth Amendment Effective Closing Date (in the case of Tranche G Term Loans) or, the Tenth Amendment Effective Closing Date (in the case of Tranche H Term Loans) or the Fourteenth Amendment Closing Date (in the case of Tranche I Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Term Loan Borrower shall have given deliver to the Administrative applicable Term Loan AdministrativeB Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M.a Borrowing Request, not later than 11:00 a.m., New York City time, and shall be irrevocable after funding) one Business Day before the anticipated ClosingEighth Amendment Effective Date requesting that the applicable Term Loan Lenders make the applicable Term Loans on the ClosingEighth Amendment Effective Date. The Borrowing Request must specify (i) in the case applicable Facility and the principal amount of the Initial applicable Term Loans, the Closing DateLoans to be borrowed, (ii) in the case requested date of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective DateBorrowing (which shall be a Business Day), (iii) in the case Type of the Tranche B Initial Term Loans, the First Incremental Amendment Closing DateLoans to be borrowed, (iv) in the case of the Tranche B Delayed Draw Term Loansa Eurodollar Borrowing or SOFR Borrowing, the Tranche B Delayed Draw Closing Dateinitial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (v) in the case location and number of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, Loan Borrower’s account to which funds are to be borroweddisbursed, which shall comply with the requirements of Section 2.8. Upon receipt of such noticeBorrowing Request, the Administrative applicable Term Loan AdministrativeB Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to Not later than 10:00 A.M.a.m., New York City timetime (or, if later, promptly following the satisfaction of the conditions precedent to the initial extension of credit hereunder set forth in Section 4.1), on the Closing Date (in the case of the Initial Term Loans), the First Incremental ClosingEighth Amendment Effective Date (in the case of the Tranche B each 2024 Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche Loan B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative Agentapplicable Term Loan AdministrativeB Agent an amount in immediately available funds equal to the applicable Term Loans to be made by such Lender. The Administrative Such Term Loan AdministrativeB Agent shall on such date credit make available to the account of the Term Loan Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative such Term Loan AdministrativeB Agent by the Lenders and such Term Loan Lenders, in like funds as received by the Administrative such Term Loan AdministrativeB Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing DateDate and, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, and (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term LoansLoans and, Tranche D Term Loans and, and Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative AgentAgent or, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, or (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans)) or, the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, or the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.. 1003003016v2 #895889271003585382v58

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which notice Borrowing Request must have been be received by the Administrative Agent prior to 9:00 A.M.(a) 12:00 Noon, New York City time one U.S. Government Securities Business Day prior to the anticipated Closing Date, in the case of Term Benchmark Loans or (b) 10:00 a.m., New York City time, and shall be irrevocable after funding) on (i) the Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Initial Term Loans, B Lenders make the Closing Date, (ii) in Term B Loans on the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such noticeBorrowing Request, the Administrative Agent shall promptly notify each applicable Term B Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available Subject to the Administrative AgentSection 2.2(b), (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial each Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B Loan or Term B Loans to be made by such Lender. The Administrative Agent shall 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 Term B Lenders in immediately available funds. (b) On the Closing Date, each Continuing Xxxxxx agrees to “fund” its Term B Loans on the Effective Date as follows: (i) the outstanding aggregate principal amount of Existing Term B Loans of each Existing Term B Lender that has executed this Agreement and that has a Term B Commitment (each, a “Continuing Lender”) shall, subject to clauses (ii) and (iv) below, automatically be converted into Term B Loans hereunder in like funds as received by a principal amount equal to such Continuing Lender’s Term B Commitment on the Administrative AgentClosing Date; (ii) to the extent any Existing Term B Lender has a Term B Commitment that is less than the full outstanding principal amount of the Existing Term B Loans of such Existing Term B Lender, such Existing Term B Lender shall be repaid in cash with the proceeds of the Term B Loans in an amount equal to the difference between the outstanding principal amount of the Existing Term B Loans of such Existing Term B Lender and such Existing Term B Lender’s Term B Commitment; (iii) the outstanding aggregate principal amount of Existing Term B Loans of each Existing Term B Lender that is not a Continuing Lender shall be repaid in full in cash with the proceeds of the Term B Loans; and (iv) to the extent any Existing Term B Lender has Term B Commitments that are greater than the full outstanding principal amount of the Existing Term B Loans of such Existing Term B Lender, such Existing Term B Lender shall fund in cash (without application of Section 2.16) a new Term B Loan to the Borrower in a principal amount equal to such Existing Term B Lender’s Term B Commitment on the Closing Date less the amount of such Existing Term B Lender’s Existing Term B Loans.

Procedure for Term Loan Borrowing. The Borrower may borrow the Term Loans (i) on the Effective Date, in the case of the Tranche A Term Loans and the Tranche B Term Loans, or (ii) on any Business Day during the period from the Effective Date to and including the third anniversary of the Effective Date, in the case of the Multi-Draw Term Loans, provided that the Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:30 P.M., New York City time, at least (a) three Business Days prior to the requested Borrowing Date, if all or any part of the Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise) requesting that the Term Loan Lenders make the Term Loans on the requested Borrowing Date and shall be irrevocable after funding) on specifying (i) in the case of the Initial Tranche A Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Loans and Multi-Draw Term Loans, the Tranche B Delayed Draw Closing Dateamount to be borrowed, (vii) in whether the case of Term Loans are to be initially Eurodollar Loans, ABR Loans or a combination thereof, and (iii) if the Tranche C Term Loans are to be entirely or partly Eurodollar Loans, the Third Amendment Closing Date, (vi) in respective amounts of each such Type of Loan and the case respective lengths of the Tranche D Term Loans, initial Interest Periods therefor. Each borrowing under the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Multi-Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, Loan Commitments shall be in an amount at least equal to be borrowed$25,000,000. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment Lender will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments Loans available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 subsection 12.2 prior to 12:00 Noon (or 10:00 A.M., in the case of the borrowings of Tranche A Term Loans and Tranche B Term Loans on the Effective Date), New York City time, on the Closing requested Borrowing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) Dollars and in funds immediately available to the Administrative Agent. 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 Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. (a) The Primary Borrower shall have given deliver to the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time, and shall be irrevocable after funding) on (i) three Business Days prior to the anticipated Amendment and Restatement Effective Date, in the case of the Initial Term Loans, the Closing Date, Eurocurrency Loans and (ii) one Business Day prior to the anticipated Amendment and Restatement Effective Date, in the case of Base Rate Loans) requesting that the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of Loan Lenders make the Tranche B Initial Term Loans, Loans on the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing and Restatement Effective Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. No Tranche B Term Loan may be converted into or continued as a Eurocurrency Loan having an interest period in excess of one month prior to the date that is 30 days after the Amendment and Restatement Effective Date. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Tranche B Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment and Restatement Effective Date (in the case of the each Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Loan Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Tranche B Term Loan to be made by such Lender, provided that any Converted Term Loan of such Lender shall be applied toward satisfaction of the foregoing funding requirement. The Subject to the immediately preceding sentence, the Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of use the amounts made available to the Administrative Agent by the Tranche B Term Loan Lenders to prepay the Existing Tranche B Term Loans outstanding on such date. (b) Notwithstanding anything to the contrary in this Agreement, the Interest Period in effect on the Amendment and Restatement Effective Date in like funds as received respect of any Converted Term Loan (each a “Current Interest Period”) will continue to be in effect for such Loan following the Amendment and Restatement Effective Date, and the initial Interest Period of any Tranche B Term Loan funded on the Amendment and Restatement Effective Date will end on the last day of a Current Interest Period agreed to by the Primary Borrower and the Administrative Agent.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the General Administrative Agent irrevocable notice (which notice must have been be received by the General Administrative Agent prior to 9:00 11:00 A.M., New York City Chicago, Illinois time, and shall be irrevocable after funding) on (i) in three Business Days prior to the case anticipated Closing Date, if all or any part of the Initial Tranche A Term Loans or the Tranche B Term Loans, as the case may be, are to be initially Eurodollar Loans, or (ii) one Business Day prior to the anticipated Closing Date, otherwise) requesting that the Tranche A Term Loan Lenders make the Initial Tranche A Term Loans and the Tranche B Term Loan Lenders make the Tranche B Term Loans, in each case on the Closing Date, and specifying (i) the amounts and Types of Initial Tranche A Term Loans and Tranche B Term Loans, respectively, to be borrowed and (ii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of such notice the General Administrative Agent shall promptly notify each Tranche A Term Loan Lender and each Tranche B Term Loan Lender thereof. Not later than 1:00 P.M., Chicago, Illinois time, on the Closing Date each Tranche A Term Loan Lender shall make available to the General Administrative Agent at the Funding Office an amount in immediately available funds equal to the Initial Tranche A Term Loan to be made by such Lender and each Tranche B Term Loan Lender shall make available to the General Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche B Refinancing Term Loan to be made by such Lender. The General Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the General Administrative Agent by the Tranche A Term Loan Lenders and the Tranche B Term Loan Lenders in like funds as received by the General Administrative Agent. (b) Subject to subsection 2.1(a), the Borrower may borrow under the Additional Tranche A Term Loan Commitments during the Additional Tranche A Term Loan Commitment Period on any Business Day, provided that the Borrower shall give the General Administrative Agent irrevocable notice (which notice must be received by the General Administrative Agent prior to 11:00 A.M., Chicago, Illinois time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the First Incremental Amendment Effective requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Additional Tranche A Term Loans to be borrowed, (ii) the requested 34 29 Borrowing Date and (iii) in the case of the Tranche B Initial Term Eurodollar Loans, the First Incremental Amendment Closing Date, (iv) in respective amounts of each such Type of Loan and the case respective lengths of the initial Interest Period therefor. Each borrowing under the Additional Tranche B Delayed Draw A Term LoansLoan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Additional Tranche B Delayed Draw Closing DateA Term Loan Commitments are less than $10,000,000, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedsuch lesser amount). Upon receipt of any such noticenotice from the Borrower, the General Administrative Agent shall promptly notify each applicable Tranche A Term Loan Lender thereof. Each Lender (i) having an Initial Tranche A Term Loan Commitment Lender will make the amount of its pro rata share of the Initial each borrowing of Additional Tranche A Term Loan Commitments Loans available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the General Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 Funding Office prior to 10:00 A.M.1:00 P.M., New York City Chicago, Illinois time, on the Closing Borrowing Date (in requested by the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) Borrower in funds immediately available to the General Administrative Agent. The General Administrative Agent shall on such date credit the account of make available to the Borrower on the books of the Administrative Agent with the aggregate of the such amounts made available to the General Administrative Agent by the Tranche A Term Loan Lenders and in like funds as received by the General Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date andDate, (vii) in the case of the Tranche E Term #94013791v1296130652v5 1008495241v11008495241v6 Loans, the Fifth Amendment Closing Date and Date, (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing DateDate and, (ix) in the case of Tranche G Term Loans, the Eighth Amendment Closing Date and (x) in the case of Tranche H Term Loans, the Tenth Amendment Closing Date in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans and, Tranche E G Term Loans and Tranche F H Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent orAgent, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or Agent, (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent or, (ix) having a Tranche G Term Loan Commitment will make the amount of its pro rata share of the Tranche G Term Loan Commitments available to the Administrative Agent or (x) having a Tranche H Term Loan Commitment will make the amount of its pro rata share of the Tranche H Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or), the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or ), the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) or, the Eighth Amendment Effective Closing Date (in the case of Tranche G Term Loans) or the Tenth Amendment Effective Closing Date (in the case of Tranche H Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing DateDate and, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, Date and (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term LoansLoans and, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F C Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, or (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans)) or, the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), ) or the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. (a) The Borrower and the Permitted Borrower shall have given give the Administrative Agent irrevocable written (or telephonic promptly confirmed in writing) notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 noon, New York City time, and shall be irrevocable after fundingone Business Day prior to the anticipated Borrowing Date) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of requesting that the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of Loan Lenders make the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Loans on such Borrowing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Tranche B Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial Term Loans)such Borrowing Date, the First Incremental Amendment Effective Date (in the case of the each Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Loan Lender shall make available to the Administrative AgentAgent at its office specified in subsection 10.2 an amount in immediately available funds equal to the Tranche B Term Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower and the Permitted 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 Tranche B Term Loan Lenders in like funds as received by the Administrative Agent. (b) The Borrower shall give the Administrative Agent irrevocable written (or telephonic promptly confirmed in writing) notice of each borrowing of Incremental Term Loans (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (A) the amount and Type of Incremental Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such notice shall be given by the Borrower in the form of Exhibit J. Each borrowing under the Incremental Term Loan Facility shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice with respect to an Incremental Term Loan from the Borrower, the Administrative Agent shall promptly notify each Incremental Lender thereof. Each Incremental Lender will make its respective Incremental Term Loan Amount available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2 prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the applicable Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The (a) To request the lending of the Tranche B Term Loans, the Borrower shall have given deliver to the Administrative Agent notice a Borrowing Notice (which notice Borrowing Notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Loan Lenders make the Term Loans on the Closing Date. 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 having an Interest Period in excess of one month prior to the case date, which is 10 Business Days after the Closing Date. Upon receipt of such Borrowing Notice the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Administrative Agent shall promptly notify each Tranche B Refinancing Term Loans)Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the First Incremental Amendment Closing Date (in the case of the each Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Loan Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Tranche B Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of make available to the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Tranche B Term Loan Lenders, in like funds as received by the Administrative Agent. (b) To request the lending of the Additional Term Loans, the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent (i) prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Borrowing Date, if the Additional Term Loans are to be initially Base Rate Loans, or (ii) prior to 10:00 A.M., New York City time, three Business Days prior to the anticipated Borrowing Date, if the Additional Term Loans are to be initially Eurodollar Loans) requesting that the Additional Term Loan Lenders make the Additional Term Loans on such Borrowing Date. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Additional Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on such Borrowing Date each Additional Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Additional Term Loan to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Additional Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable written (or telephonic promptly confirmed in writing) notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 noon, New York City time, and shall be irrevocable after fundingone Business Day prior to the anticipated Closing Date) on (i) in requesting that the case of Committed Term Loan Lenders make the Initial Term Loans, Loans on the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Each such notice shall be given by the Borrower in the form of Exhibit J. The Initial Term Loans made on the Closing Date shall initially be ABR Loans. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Committed Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial each Committed Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Loan Lender shall make available to the Administrative AgentAgent at its office specified in subsection 10.2 an amount in immediately available funds equal to the Initial Term Loans 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 Committed Term Loan Lenders in like funds as received by the Administrative Agent. (b) The Borrower shall give the Administrative Agent irrevocable written (or telephonic promptly confirmed in writing) notice of each borrowing of Delayed Term Loans or Incremental Term Loans (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (A) the amount and Type of Delayed Term Loans or Incremental Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such notice shall be given by the Borrower in the form of Exhibit J. There shall be only one borrowing under the Delayed Term Loan Commitment and no more than five borrowings under the Incremental Term Loan Facility. The borrowing under the Delayed Term Loan Commitment and each borrowing under the Incremental Term Loan Facility shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $2,000,000 or a whole multiple of $200,000 in excess thereof. Upon receipt of any such notice with respect to a Delayed Term Loan or Incremental Term Loan from the Borrower, the Administrative Agent shall promptly notify each Committed Term Loan Lender or Incremental Lender, as the case may be, thereof. Each Committed Term Loan Lender will make the amount of its pro rata share of each borrowing available to, and each Incremental Lender will make its respective Incremental Term Loan Amount available to, the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2 prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the applicable Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, and shall (a) three Business Days prior to the anticipated Closing Date (or, in the case of any Term Loans to be irrevocable made after funding) on (ithe Closing Date pursuant to Section 2.1(b), the requested Borrowing Date) in the case of the Initial Term Eurodollar Loans, or (b) one Business Day prior to the anticipated Closing Date (or, if applicable, the requested Borrowing Date), (ii) in the case of ABR Loans) requesting that the Tranche B Refinancing relevant Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Loan Lenders make Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date Loans on such date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable relevant Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing requested Borrowing Date (in the case of the Initial each relevant Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Loan Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans 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 relevant Term Loan Lenders in immediately available funds. The requested Borrowing Date (i) for the Replacement Tranche B Term Loans made pursuant to Section 2.1 (a)(A) shall be the Replacement Tranche B Effective Date and in like funds as received by (ii) for the Replacement Tranche C Term Loans made pursuant to Section 2.1(a)(B) shall be the Replacement Tranche C Effective Date. The Borrower irrevocably authorizes the Administrative AgentAgent to deduct from such account of the Borrower (x) the proceeds of the Replacement Tranche B Term Loans made pursuant to Section 2.1(a)(A) and apply such proceeds to the prepayment of the Tranche B Term Loans on the Replacement Tranche B Effective Date and (y) the proceeds of the Replacement Tranche C Term Loans made pursuant to Section 2.1(a)(B) and apply such proceeds to the prepayment of the Replacement Tranche B Term Loans."

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable telephonic notice (promptly confirmed in writing), which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, and one Business Day prior to the anticipated Borrowing Date (which shall be irrevocable after funding) on (i) the Closing Date in the case of any Tranche B-1 Term Loans, and which shall be a Business Day but no later than April 11, 2002 in the case of the Initial Term Loans, the Closing Date, (ii) in the case borrowing of the Tranche B Refinancing A Term Loans and the Tranche B-2 Term Loans), the First Incremental Amendment Effective Date, (iii) in the case of requesting that the Tranche B Initial A Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term LoansLenders, the Tranche B Delayed Draw Closing Date, (v) in the case of B-1 Term Lenders and/or the Tranche C B-2 Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term LoansLenders, as applicable, make their respective Term Loans on such date and specifying the amount to be borrowed. The Term Loans made pursuant to this subsection 2.5 shall initially be ABR Loans and no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month until the date that is 90 days after the Closing Date. Upon receipt of such noticenotice with respect to Tranche A Term Loans, Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as the case may be, the Administrative Agent shall promptly notify each applicable Tranche A Term Lender, each Tranche B-1 Term Lender and each Tranche B-2 Term Lender, respectively, thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available Not later than 10:00 A.M., New York time, on, with respect to the Administrative AgentTranche B-1 Term Loans, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of Closing Date, and, with respect to the Tranche B Refinancing A Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of Loans and the Tranche B Initial B-2 Term Loan Commitments available to Loans, the Administrative AgentBorrowing Date with respect thereto, (iv) having a each Tranche B Delayed Draw Commitment will A Term Lender, each Tranche B-1 Term Lender and each Tranche B-2 Term Lender, as relevant, shall make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E at the Administrative Agent's Payment Office an amount in immediately available funds equal to the Term Loan Commitment will make or Term Loans to be made by such Lender on such date. On the amount date of its pro rata share of the Tranche E Term Loan Commitments available to any borrowing in accordance with this subsection 2.5, the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. 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 Tranche A Term Lenders, the Tranche B-1 Term Lenders and the Tranche B-2 Term Lenders, as relevant, in like immediately available funds as received (or, in the event that the Borrower specifies in the notice a different account to which such amounts should be transferred, the Administrative Agent shall transfer, by wire transfer, to such account the aggregate amount made available to the Administrative Agent by the Administrative AgentTranche A Term Lenders, the Tranche B-1 Term Lenders and the Tranche B-2 Term Lenders, as relevant, in immediately available funds).

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date andDate, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and Date, (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, (ix) in the case of Tranche G Term Loans, the Eighth Amendment Closing Date, (x) in the case of Tranche H Term Loans, the Tenth Amendment Closing Date and, (xi) in the case of Tranche I Term Loans, the Fourteenth Amendment Closing Date and (xii) in the case of Tranche J Term Loans, the Fifteenth Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, Tranche H Term Loans and, Tranche E I Term Loans and Tranche F J Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent orAgent, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or Agent, (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, (ix) having a Tranche G Term Loan Commitment will make the amount of its pro rata share of the Tranche G Term Loan Commitments available to the Administrative Agent, (x) having a Tranche H Term Loan Commitment will make the amount of its pro rata share of the Tranche H Term Loan Commitments available to the Administrative Agent or, (xi) having a Tranche I Term Loan Commitment will make the amount of its pro rata share of the Tranche I Term Loan Commitments available to the Administrative Agent or (xii) having a Tranche J Term Loan Commitment will make the amount of its pro rata share of the Tranche J Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or), the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or ), the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans), the Eighth Amendment Closing Date (in the case of Tranche G Term Loans), the Tenth Amendment Closing Date (in the case of Tranche H Term Loans) or, the Fourteenth Amendment Closing Date (in the case of Tranche I Term Loans) or the Fifteenth Amendment Closing Date (in the case of Tranche J Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the anticipated Closing Date (Date, in the case of the Initial Closing Date Term Loans), (ii) 10:00 A.M., New York City time, on the First Incremental Amendment Effective Date (proposed Borrowing Date, in the case of the Tranche B Refinancing initial borrowing of Tender Offer Term Loans)Loans and (iii) one Business Day prior to the proposed Borrowing Date, the First Incremental Amendment Closing Date (in the case of the Tranche B Initial final borrowing of Tender Offer Term Loans), ) requesting that the Tranche B Delayed Draw Term Lenders make the Closing Date Term Loans on the Closing Date or the Tender Offer Term Loans on any proposed Borrowing Date, and specifying the amount to be borrowed (which, in the case of the Tranche B Delayed Draw initial borrowing of Tender Offer Term Loans), shall be an amount (rounded up to the Third Amendment Closing Date nearest whole multiple of $1,000,000) equal to the aggregate principal amount of Senior Subordinated Notes to be repurchased on the corresponding Borrowing Date, plus accrued interest and any fees (including consent fees) and make-whole premiums payable in connection therewith and, in the case of the Tranche C final borrowing of Tender Offer Term Loans, shall be an amount equal to the remaining unfunded Tender Offer Term Commitments or such lesser amount as the Borrower may designate that is a whole multiple of $1,000,000), the Fourth Amendment . The Closing Date (in Term Loans made on the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in and the case Tender Offer Term Loans made on the respective Borrowing Dates shall initially be Base Rate Loans. Upon receipt of such notice the Tranche E Administrative Agent shall promptly notify each corresponding Term Loans) or Lender thereof. Not later than 12:00 Noon, New York City time, on the Seventh Amendment Effective Closing Date, each Term Lender with a Closing Date (in the case of Tranche F Term Loans) in funds immediately Commitment shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Closing Date Term Loans to be made by such Lender. Not later than 12:00 Noon, New York City time, on the corresponding Borrowing Date for each Tender Offer Term Loan, Table of Contents each Term Lender with a Tender Offer Term Commitment shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tender Offer Term Loans to be made by such Lender on such Borrowing Date. 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 Term Lenders and in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow the Loan on the Borrowing Date, which date must be a Working Day if all or any part of the requested Loans are to be initially Eurodollar Loans, or a Business Day if the borrowing is a Base Rate Loan; provided that the Borrower shall have given give the Administrative Agent irrevocable written notice in the form of a Loan Notice (which notice must have been received by the Administrative Agent i) prior to 9:00 A.M.1:00 P.M., New York City time, and shall be irrevocable after funding) on (i) three Working Days prior to the Borrowing Date, in the case of the Initial Term Loans, the Closing Date, Eurodollar Loans and (ii) prior to 12:00 Noon, New York City time, one Working Day prior to the Borrowing Date, in the case of the Tranche B Refinancing Term Base Rate Loans, specifying (A) the First Incremental Amendment Effective amount to be borrowed, (B) the requested Borrowing Date, (iiiC) in whether the case borrowing is to be a Eurodollar Loan, a Base Rate Loan or a combination thereof and (D) the length of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, Interest Period for each Eurodollar Loan included in such notice. (ivb) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such noticeLoan Notice from the Borrower, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender Bank thereof (but in any event no later than (i) having an Initial Term the date of receipt of such Loan Commitment will make Notice from the amount Borrower, in the case of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, Eurodollar Loans and (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.12:30 P.M., New York City time, on the Closing Borrowing Date (in the case of the Initial Term Base Rate Loans). Each Bank will make the amount of such Bank’s Funding Obligation available to the Administrative Agent for the account of the Borrower (x) at the office of the Administrative Agent set forth in subsection 9.2 prior to (1) 2:00 P.M., the First Incremental Amendment Effective Date (New York City time, in the case of the Tranche B Refinancing Term Base Rate Loans), the First Incremental Amendment Closing Date and (2) 12:00 Noon, New York City time, in the case of Eurodollar Loans, in each case on the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Borrowing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent shall on such date credit by crediting the account of the Borrower on the books of the Administrative Agent Agent, or such other account of the Borrower as shall have been designated by the Borrower to the Administrative Agent, with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (c) Unless the Administrative Agent shall have been notified in writing by any Bank prior to the Borrowing Date that such Bank will not make available to the Administrative Agent the amount which would constitute its Funding Obligation on such Borrowing Date, the Administrative Agent may assume that such Bank has made such amount available to the Administrative Agent on the Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower an amount equal to such Bank’s Funding Obligation on the Borrowing Date. The Administrative Agent shall notify the Borrower as promptly as practicable if such Bank’s Funding Obligation is not made available to the Administrative Agent on such Borrowing Date. If such amount is made available to the Administrative Agent on a date after the Borrowing Date, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Bank’s Funding Obligation (minus the amount, if any, which such Bank has made available to the Administrative Agent), times (iii) a fraction, the numerator of which is the number of days that elapse from and including the Borrowing Date to the date on which such Bank’s Funding Obligation shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this subsection 2.3

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 (i) 12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date in the event the Term Loans requested to be made on the Closing Date shall be Base Rate Loans or (ii) 11:00 A.M., New York City time, and three Business Days prior to the anticipated Closing Date in the event the Term Loans requested to be made on the Closing Date shall be irrevocable after fundingEurodollar Loans) requesting that the Term Lenders make the Term Loans on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial Date, each Term Loans), the First Incremental Amendment Effective Date (in the case of the Lender having a commitment to make a Tranche B Refinancing A-2 Term Loans), the First Incremental Amendment Closing Date (in the case of the Loan or Tranche B Initial B-2 Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Loan shall make available to the Administrative Agent, an amount in immediately available funds equal to the Tranche A-2 Term Loan or Tranche B-2 Term Loan to be made by such Lender (provided that, unless otherwise agreed by the Administrative Agent and an Existing Lender, the Existing Tranche A-2 Term Loans and Existing Tranche B-2 Term Loans of each Existing Lender having a Tranche A-2 Term Commitment or Tranche B-2 Term Commitment will automatically be deemed to be amended, restated, continued or converted as a Tranche A-2 Term Loan or Tranche B-2 Term Loan, as applicable, and to have been made available to the Borrower as such on the Closing Date). The Administrative Agent shall on such date credit the account of the Borrower on the books of the Funding Office of the Administrative Agent with the aggregate of the amounts of Tranche A-2 Term Loans and Tranche B-2 Term Loans made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentTerm Lenders.

Procedure for Term Loan Borrowing. (a) The Borrower and the Permitted Borrower may borrow under the Delayed-Draw Term Loan Commitments during the Delayed-Draw Commitment Period, provided that the Borrower or the Permitted Borrower (as the case may be) shall have given give the Administrative Agent irrevocable written (or telephonic promptly confirmed in writing) notice (which notice must have been be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date (which notice may be conditional upon the closing of the portion of the Emmis Acquisition to be financed by such borrowing), in the case of ABR Loans (except that such notice must be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.a.m., New York City time, on the Closing Delayed-Draw Effective Date (in the case of ABR Loans requested to be borrowed on such date)) specifying (i) the Initial amount and Type of Delayed-Draw Term Loans)Loans to be borrowed, (ii) the First Incremental Amendment Effective requested Borrowing Date and (iii) in the case of the Tranche B Refinancing Term Eurodollar Loans), the First Incremental Amendment Closing Date respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such notice shall be given by the Borrower in the form of Exhibit J. Each Borrowing under the Delayed-Draw Term Loan Commitments shall be in an amount equal to (A) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the Tranche B Initial then aggregate amount of unused Delayed-Draw Term Loans)Loan Commitments is less than $1,000,000, the Tranche B Delayed Draw Closing Date such lesser amount) and (B) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 thereof. Upon receipt of such notice the Tranche B Delayed Administrative Agent shall promptly notify each Delayed-Draw Term Loans)Loan Lender thereof. Not later than 12:00 Noon, the Third Amendment Closing Date (in the case of the Tranche C New York City time, on such Borrowing Date, each Delayed-Draw Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Loan Lender shall make available to the Administrative AgentAgent at its office specified in subsection 10.2 an amount in immediately available funds equal to the Delayed-Draw Term Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower and the Permitted 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 Delayed-Draw Term Loan Lenders in like funds as received by the Administrative Agent. (b) The Borrower or the Permitted Borrower, as the case may be, shall give the Administrative Agent irrevocable written (or telephonic promptly confirmed in writing) notice of the borrowing of any Incremental Term Loans under any Incremental Term Loan Facility (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (A) the amount and Type of Incremental Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such notice shall be given by the Borrower in the form of Exhibit J. Each borrowing under any Incremental Term Loan Facility shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice with respect to an Incremental Term Loan Facility, the Administrative Agent shall promptly notify each relevant Incremental Lender thereof. Each relevant Incremental Lender will make its respective Incremental Term Loan available to the Administrative Agent for the account of the Borrower or the Permitted Borrower, as applicable, at the office of the Administrative Agent specified in subsection 10.2 prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower or Permitted Borrower, as applicable, in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower or the Permitted Borrower, as applicable, by the Administrative Agent crediting the relevant account on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the applicable Lenders and in like funds as received by the Administrative Agent. The provisions of the paragraph shall be subject to any applicable limitations or requirements in the relevant Incremental Term Loan Activation Notice. On or prior to the requested Borrowing Date for any Incremental Term Loans, the Borrower shall, if requested by the Administrative Agent, provide evidence reasonably satisfactory to the Administrative Agent that the borrowing of such Incremental Term Loan does not breach any of the Borrower’s covenants or agreements in respect of any Subordinated Indebtedness or Senior Unsecured Indebtedness then outstanding.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Initial Term Lenders make the Initial Term Loans on the Closing Date (in and specifying the case of the amount to be borrowed. The Initial Term Loans), Loans made on the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (shall initially be Base Rate Loans and, unless otherwise agreed by the Administrative Agent in the case of the Tranche B its sole discretion, no Initial Term Loans)Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the Syndication Date. Upon receipt of such notice the Administrative Agent shall promptly notify each Initial Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw each Initial Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Initial Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of promptly make available to the Borrower on the books Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Administrative Agent with Borrower, the aggregate of the amounts made available to the Administrative Agent by the Initial Term Lenders in immediately available funds. (b) The Borrower may request from time to time during the Draw-Down Period that the Delayed-Draw Lenders shall make Delayed-Draw Term Loans by executing and in like funds as delivering to the Administrative Agent a Delayed-Draw Activation Notice (which notice must be received by the Administrative AgentAgent prior to 10:00 A.M., New York City time, five Business Days prior to the proposed Delayed-Draw Closing Date) specifying (x) the amount of such Delayed-Draw Term Loans, (y) the applicable Delayed-Draw Closing Date and (z) the Type of such Delayed-Draw Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Delayed-Draw Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Delayed-Draw Closing Date each Delayed-Draw Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Delayed-Draw Term Loan to be made by such Lender. The Administrative Agent shall promptly make available to the Borrower on the Delayed-Draw Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Borrower, the aggregate of the amounts made available to the Administrative Agent by the Delayed-Draw Term Lenders in immediately available funds. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of borrowings of Delayed-Draw Term Loans shall not exceed the Delayed-Draw Term Commitments of all Delayed-Draw Term Lenders, (ii) no more than five Delayed-Draw Closing Dates may be selected by the Borrower during the Draw-Down Period.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, (i) three Business Days prior to the requested Term Loan Borrowing Date, if all or any part of the Loans are to be Eurodollar Loans, or (ii) one Business Day prior to such Term Loan Borrowing Date, otherwise) requesting that the Term Lenders make the Term Loans on the Merger Date and specifying (x) the amount to be 32 27 borrowed, (y) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (z) if the borrowing is to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods thereof; provided that the initial Term Loans shall be made on the Closing Date and thereafter Term Loans may be made two additional times prior to the Merger Date to prepay Interim Loans as provided in Section 4.16(a) and to pay for Capital Stock of Dawsxx xxxdered under the Tender Offer and on the Merger Date and the Term Loans shall be allocated on a pro rata basis between the Tranche A Term Loans and the Tranche B Term Loans. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of the Initial Term Base Rate Loans), the First Incremental Amendment Effective Date $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 notice the Administrative Agent shall promptly notify each Term Lender thereof and of the amount of Term Loans constituting Tranche A Term Loans and Tranche B Refinancing Term Loans), the First Incremental Amendment Closing respectively. Not later than 12:00 Noon, New York City time, on each Term Loan Borrowing Date (in the case of the Tranche B Initial each Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans 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 Term Lenders and in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Parent Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:30 P.M., New York City time), at least (a) three Business Days prior to the First Amendment Effective Date if all or any part of the Tranche B Term Loans are to be initially Eurocurrency Loans or (b) one Business Day prior to the First Amendment Effective Date, in all other cases, requesting that the Tranche B Term Loan Lenders and shall be irrevocable after funding) on Continuing Term Loan Lenders make the Tranche B Term Loans (i) which, in the case of the Initial a Continuing Term Loan Lender, may be made by converting Converted Term Loans into Tranche B Term Loans, ) on the Closing DateFirst Amendment Effective Date and specifying (i) the amount to be borrowed, (ii) in the case of whether the Tranche B Refinancing Term Loans are to be initially Eurocurrency Loans, ABR Loans or a combination thereof and (iii) if the Tranche B Term Loans are to be entirely or partly Eurocurrency Loans, the First Incremental Amendment Effective Date, (iii) in respective amounts of each such Type of Loan and the case respective lengths of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedinitial Interest Periods therefor. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Tranche B Term Loan Lender thereof. Each Lender (i) having an Initial Tranche B Term Loan Commitment Lender will make (except, with respect to any Continuing Term Loan Lender, to the amount extent of any of its pro rata share of the Initial Original Term Loan Commitments available to the Administrative Agent, (ii) having a Loans converted into Tranche B Refinancing Term Loan Commitment will Loans pursuant to subsection 2.5(b)) make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments Loans available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Parent Borrower at the office of the Administrative Agent specified in Section subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) Dollars and in funds immediately available to the Administrative Agent. 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 Tranche B Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term LoansLoans to be borrowed, (ii) the Second Amendment Effective Date specifying the amount of Original Tranche B Refinancing B-2 Term LoansLoans to be borrowed, (iii) the Fourth Amendment Effective Date specifying the amount of Additional Tranche B Initial B-2 Term Loans, Tranche B Delayed Draw Term Loans, Loans to be borrowed or (iv) one Business Day prior to the Seventh Amendment Effective Date specifying the amount of Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each applicable Lender will make (ia) having an in the case of the Initial Term Loan Commitment will make Loans, the amount of its pro rata share (based on its Initial Term Loan Percentage) of the Initial Term Loan Commitments available to the Administrative AgentCommitments, (iib) having a in the case of the Original Tranche B Refinancing B-2 Term Loan Commitment will make Loans, the amount of its pro rata share (based on its Original Tranche B-2 Term Loan Percentage) of the Original Tranche B Refinancing B-2 Term Loan Commitments available to the Administrative AgentCommitments, (iiic) having a in the case of the Additional Tranche B Initial B-2 Term Loan Commitment will make Loans, the amount of its pro rata share (based on its Additional Tranche B-2 Term Loan Percentage) of the Additional Tranche B-2 Term Loan Commitments and (d) in the case of the Tranche B Initial C Term Loan Commitments available to the Administrative AgentLoans, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a based on its Tranche C Term Loan Commitment will make the amount of its pro rata share Percentage) of the Tranche C Term Loan Commitments available to the Administrative AgentCommitments, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent oras applicable, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section Subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans)Date, the First Incremental Second Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans)Date, the Fourth Amendment Closing Effective Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) Date, as applicable, in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.”

Procedure for Term Loan Borrowing. The Borrower hereby requests a Tranche A Term Loan borrowing on the Effective Date in an amount equal to the aggregate amount of the Tranche A Commitments of the Tranche A Lenders and a Tranche B Term Loan borrowing on the Effective Date in an amount equal to the aggregate amount of the Tranche B Commitments of the Tranche B Lenders. The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time, and shall be irrevocable after funding) on (i) in three Business Days prior to the case Effective Date), if all or any part of the Initial Term Loans are to be initially Eurodollar Loans, the Closing Date, specifying (iia) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans andwhich are initially to be Eurodollar Loans and (b) the respective amounts thereof and the lengths of the initial Interest Periods therefor. To the extent that the Borrower does not deliver a notice pursuant to the immediately preceding sentence, Tranche E the Term Loans and Tranche F Term shall initially be ABR Loans, as applicable, to be borrowed. Upon receipt of any such noticenotice from the Borrower, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment Lender will make the amount of its pro rata PRO RATA share of the Initial Term Loan Commitments Loans available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 subsection 13.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) Dollars and in funds immediately available to the Administrative Agent, PROVIDED that to the extent a Tranche B Lender has a Tranche B Term Loan outstanding under the Existing Credit Agreement (an "EXISTING TRANCHE B TERM LOAN"), such Tranche B Lender may, at its option, elect to have its Existing Tranche B Term Loan be a Tranche B Term Loan under this Agreement to the extent the principal amount of such Existing Tranche B Term Loan does not exceed the Tranche B Commitment of such Tranche B Lender and such Tranche B Lender shall be deemed to have made a Tranche B Term Loan on the Effective Date in an amount equal to the principal amount of such Tranche B Term Loan. The Administrative Agent shall on such date credit the account of the Borrower by 11:00 A.M., New York City time, on the Effective Date, on the books of such office of the Administrative Agent or such other account as specified by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date (in and specifying the case of amount to be borrowed. The Term Loans made on the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in shall initially be Base Rate Loans. Upon receipt of such notice the case of Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw each Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans 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 Term Lenders in immediately available funds. (b) The Borrower shall pay to each Tranche B Lender on the Closing Date, at such Tranche B Lender's option either (i) an amount representing original issue debt discount on each such Tranche B Lender's Tranche B Term Loan (the "OID Amount") equal to 2.50% of the principal amount of such Tranche B Term ---------- Loan or (ii) an amount representing an additional fee in respect of such Tranche B Lender's Tranche B Term Loan (the "Additional Fee Amount") equal to 2.50% of --------------------- the principal amount of such Tranche B Term Loan. The obligation of each Tranche B Lender to make a Tranche B Term Loan pursuant to paragraph (a) of this Section 2.2 and the Borrower's obligation to pay the OID Amount or the Additional Fee Amount, as the case may be, pursuant to this paragraph (b) shall (unless such Tranche B Lender requests that such amount be paid directly to such Tranche B Lender) be netted against each other, such that each such Tranche B Lender shall pay to the Borrower the amount by which such Tranche B Lender's obligation to make a Tranche B Term Loan pursuant to paragraph (a) exceeds the OID Amount or the Additional Fee Amount, as the case may be. Amounts payable under this paragraph (b) are in like funds as received by the Administrative Agentaddition to any other fees or other amounts payable to any Tranche B Lender under this Agreement.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing DateDate and, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, Date and (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term LoansLoans and, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F D Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, or (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, Agent or (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans)) or, the Third Amendment Closing Date (in the case of the Tranche C Term Loans), ) or the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term LoansLoans to be borrowed, (ii) the Second Amendment Effective Date specifying the amount of Original Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D B-2 Term Loans and, to be borrowed or (iii) the Fourth Amendment Effective Date specifying the amount of Additional Tranche E B-2 Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each applicable Lender will make (ia) having an in the case of the Initial Term Loan Commitment will make Loans, the amount of its pro rata share (based on its Initial Term Loan Percentage) of the Initial Term Loan Commitments available to the Administrative AgentCommitments, (iib) having a in the case of the Original Tranche B Refinancing B-2 Term Loan Commitment will make Loans, the amount of its pro rata share (based on its Original Tranche B-2 Term Loan Percentage) of the Original Tranche B Refinancing B-2 Term Loan Commitments available to and (c) in the Administrative Agentcase of the Additional Tranche B-2 Term Loans, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share (based on its Additional Tranche B-2 Term Loan Percentage) of the Additional Tranche B Initial B-2 Term Loan Commitments available to the Administrative AgentCommitments, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agentas applicable, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section Subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in or the case of the Initial Term Loans), the First Incremental Second Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans)Date, the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans)as applicable, the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.”

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice substantially in the form of Exhibit K-1 (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.1:00 P.M., New York City time, and shall be irrevocable after fundingon the Business Day prior to the anticipated Closing Date) on (i) in requesting that the case of Tranche A Term Lenders make the Initial Tranche A Term Loans, in each case on the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. The Term Loans made on the Closing Date shall initially be ABR Loans. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable such Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 3:00 P.M., New York City time, on the Closing Date (in the case of the Initial each such Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of designated in writing by the Borrower on the books of to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by such Term Lenders in immediately available funds. (b) The Borrower shall give the Lenders and Administrative Agent irrevocable notice substantially in like funds as the form of Exhibit K-1 (which notice must be received by the Administrative Agent prior to 12:00 p.m., New York City time, on the Business Day prior to the anticipated First Amendment Effective Date) requesting that the Tranche B Term Lenders make the Tranche B Term Loans, in each case on the First Amendment Effective Date, and specifying the amount to be borrowed. The Tranche B Term Loans made on the First Amendment Effective Date shall initially be ABR Loans or, so long as Borrower shall have delivered to the Administrative Agent a fully executed funding indemnity letter in form and substance satisfactory to the Administrative Agent, Eurocurrency Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each such Tranche B Term Lender thereof. Not later than 3:00 p.m., New York City time, on the First Amendment Effective Date each such Tranche B Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche B Term Loans to be made by such Lender. The Administrative Agent shall credit the account designated in writing by the Borrower to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by such Tranche B Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow --------------------------------- under the Delayed Draw Term Loan Commitments on any Business Day during the Delayed Draw Commitment Period, provided that the Borrower shall have given give the -------- Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.1:00 pm, New York City time, and shall be irrevocable after funding(a) on (i) three Business Days prior to the requested Borrowing Date, in the case of the Initial Term Eurodollar Loans, or (b) one Business Day prior to the Closing requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Delayed Draw Term Loans to be borrowed, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, requested Borrowing Date and (iii) in the case of the Tranche B Initial Term Eurodollar Loans, the First Incremental Amendment Closing Date, length of the initial Interest Period therefor. Each borrowing of Delayed Draw Term Loans under the Delayed Draw Term Loan Commitments shall be in an amount equal to (ivx) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the Tranche B then aggregate Available Delayed Draw Term LoansLoan Commitments are less than $1,000,000, the Tranche B Delayed Draw Closing Date, such lesser amount) and (vy) in the case of the Tranche C Term Eurodollar Loans, the Third Amendment Closing Date, (vi) $5,000,000 or a whole multiple of $1,000,000 in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedexcess thereof. Upon receipt of any such noticenotice from the Borrower, the Administrative Agent shall promptly notify each applicable Delayed Draw Term Loan Lender thereof. Each Lender (i) having an Initial Delayed Draw Term Loan Commitment Lender will make its Delayed Draw Term Percentage of the amount of its pro rata share each borrowing of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments Loans available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 Funding Office prior to 10:00 A.M.12:00 Noon, New York City time, on the Closing Borrowing Date (in requested by the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) Borrower in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts Such borrowings will then be made available to the Borrower by the Administrative Agent by the Lenders and promptly in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The applicable Borrower shall have given deliver to the Administrative Agent notice an irrevocable Committed Loan Notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.2:00 p.m., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term RFR Loans or ABR Loans, one Business Day prior to the anticipated Closing Date, Date and (ii) in the case of the Tranche B Refinancing Term Benchmark Loans, two Business days prior to the First Incremental Amendment Effective anticipated Closing Date; provided, that with respect to the 2024 Delayed Draw Term A Loans, such notice may be received no later than 11:59 p.m., New York City time, on the Business Day prior to the 2024 Delayed Draw Term A Loan Funding Date (or such shorter period as the Administrative Agent and 2024 Delayed Draw Term A Lenders agree to)), requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Such Committed Loan Notice shall specify (i) the requested Borrowing Date, (ii) the principal amount of Term Loans to be borrowed, (iii) in the case Type of the Tranche B Initial Term Loans, the First Incremental Amendment Closing DateLoan to be borrowed, (iv) in if applicable, the case duration of the Tranche B Delayed Draw Term LoansInterest Period with respect thereto, the Tranche B Delayed Draw Closing Date, and (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedBorrower. Upon receipt of such notice, Committed Loan Notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in or, with respect to the case of 2024 Term B Loans, on the Initial Term Loans), the First Incremental Amendment No. 3 Effective Date (in the case of the Tranche B Refinancing Term Loans)or, the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B with respect to 2024 Delayed Draw Term A Loans, the opening of banking hours in New York City on the 2024 Delayed Draw Term A Loan Funding Date (or such later time as the Borrower agrees to)), the Third Amendment Closing Date (in the case of the Tranche C each Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds in Dollars equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of the applicable Borrower on the books of such office of the Administrative Agent (or, with respect to the 2024 Term B Loans, the Escrow Account) with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Parent Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.(a) 12:30 P.M., New York City time, and shall be irrevocable after funding) on at least three Business Days prior to the Effective Date (i) or, in the case of the Initial Incremental Tranche B Term Loans, the Closing Incremental Tranche B Effective Date), if all or any part of the Term Loans are to be initially Eurocurrency Loans made in Dollars, (b) 11:00 A.M., London time, at least three Business Days prior to the Effective Date, if any part of the Tranche A Term Loans are to be initially Eurocurrency Loans made in any Designated Foreign Currency or (c) 12:30 P.M., New York City time, at least one Business Day prior to the Effective Date (or the Incremental Tranche B Effective Date, as the case may be), otherwise) requesting that the Term Loan Lenders make the Term Loans on the Effective Date (or the Incremental Tranche B Effective Date, as the case may be) and specifying (i) the amount to be borrowed, (ii) in whether the case of Term Loans are to be initially Eurocurrency Loans, ABR Loans or a combination thereof, and (iii) if the Tranche B Refinancing Term Loans are to be entirely or partly Eurocurrency Loans, the First Incremental Amendment Effective Date, (iii) in respective amounts of each such Type of Loan and the case respective lengths of the initial Interest Periods therefor and, if the Eurocurrency Loans in respect of any part of the borrowing of Tranche B Initial A Term LoansLoans are to be made entirely or partly in any Designated Foreign Currency, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedDesignated Foreign Currency thereof. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment Lender will make the amount of its pro rata PRO RATA share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments Loans available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Parent Borrower at the office of the Administrative Agent specified in Section subsection 11.2 prior to 10:00 10.00 A.M., New York City time, on the Closing Date (in the case or at such other office of the Initial Administrative Agent or at such other time as to which the Administrative Agent shall notify such Term Loans), Loan Lender and the First Incremental Amendment Parent Borrower reasonably in advance of the Effective Date (in or the Incremental Tranche B Effective Date, as the case of may be) with respect thereto, on the Effective Date (or the Incremental Tranche B Refinancing Term Loans)Effective Date, the First Incremental Amendment Closing Date (in as the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (may be) in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) Dollars or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent. 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 Term Loan Lenders and in like funds as received by the Administrative Agent. SECTION 6. AMENDMENT TO SUBSECTION 4.10 (REQUIREMENTS OF LAW). Subsection 4.10 of the Credit Agreement is hereby amended by adding the phrase ", or with respect to the Incremental Tranche B Term Loans, the Incremental Tranche B Effective Date" immediately before the phrase "(or, if later, the date on which such Lender becomes a Lender)" in each place the latter phrase appears. SECTION 7. AMENDMENT TO SUBSECTION 4.11(b) (TAXES). Subsection 4.11 (b) is hereby amended by adding the phrase "(or, if later, with respect to the Incremental Tranche B Term Loans, the Incremental Tranche B Effective Date)" immediately after the phrase "after the date such Person becomes a Lender hereunder". SECTION 8. AMENDMENTS TO SUBSECTION 5.17 (PURPOSE OF LOANS). (a) Subsection 5.17 of the Credit Agreement is hereby amended by adding the phrase "(other than the Incremental Tranche B Term Loans)" immediately after the phrase "The proceeds of the Term Loans".

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.1:00 P.M., New York City time, and shall be irrevocable after funding) on (i) three Business Days prior to the anticipated Closing Date, in the case of the Initial Term Eurodollar Loans, or (ii) one Business Day prior to the anticipated Closing Date, (ii) in the case of Base Rate Loans) requesting that the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of Lenders make the Tranche B Initial Term Loans, Loans on the First Incremental Amendment Closing Date, (iv) in Date and specifying the case amount to be borrowed and the Type of Loan. Unless the Tranche B Delayed Draw Term Administrative Agent shall have consented to making Eurodollar Loans, the Tranche B Delayed Draw Term Loans made on the Closing DateDate shall initially be Base Rate Loans. Unless otherwise agreed by the Administrative Agent in its sole discretion, (v) no Tranche B Term Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the case date that is the earlier of 30 days after the Closing Date and the date that the Administrative Agent promptly notifies the Borrower that the syndication of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedhas been completed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Tranche B Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the each Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office 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 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 Tranche B Term Lenders and in like funds as immediately available funds. (b) With respect to the Delayed Draw Term Loan borrowings, Borrower shall give the Administrative Agent irrevocable notice, which notice must be received by the Administrative AgentAgent prior to 1:00 P.M., New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, requesting that the Delayed Draw Term Lenders make a Delayed Draw Term Loan on such requested Borrowing Date, which shall be a Business Day. Upon receipt of such notice the Administrative Agent shall promptly notify each Delayed Draw Term Lender with a Delayed Draw Term Commitment thereof. Not later than 12:00 Noon, New York City time, on the applicable proposed borrowing date each Delayed Draw Term Lender with a Delayed Draw Term Commitment shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to such Delayed Draw Term Lender’s pro rata share of the Delayed Draw Term Loan or Delayed Draw Term Loans to be made by such Lender. On the relevant Borrowing Date, the Administrative Agent shall credit the account of the Borrower specified by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Delayed Draw Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the --------------------------------- Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date and shall be irrevocable after fundingconfirmed in writing pursuant to the Borrowing Notice attached as Exhibit M-1, a "Borrowing Notice") ----------- ---------------- requesting that the Term Lenders make the initial Tranche A Term Loans (in an aggregate amount not to exceed $25,000,000) and make the Tranche B Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each 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 an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender on the Closing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the (ia) three Business Days prior to the requested Borrowing Date, in the case of the Initial Term LIBOR Loans, or (b) one Business Day prior to the Closing requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Tranche A Loans to be borrowed, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, requested Borrowing Date and (iii) in the case of the Tranche B Initial Term LIBOR Loans, the First Incremental Amendment Closing Date, respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such advance shall be in an amount equal to (ivx) in the case of the Tranche B Delayed Draw Term Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate undrawn Tranche B Delayed Draw Closing DateA Term Commitment is less than $1,000,000, such lesser amount) and (vy) in the case of the Tranche C Term LIBOR Loans, the Third Amendment Closing Date, (vi) $5,000,000 or a whole multiple of $1,000,000 in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedexcess thereof. Upon receipt of any such noticenotice from the Borrower, the Administrative Agent shall promptly notify each applicable Tranche A Term Lender thereof. Each Tranche A Term Lender (i) having an Initial or Tranche B Term Loan Commitment Lender, as applicable, will make the amount of its pro rata share of the Initial Term Loan Commitments each borrowing available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the --- ---- Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 Funding Office prior to 10:00 A.M.12:00 Noon, New York City time, on the Closing Borrowing Date (in requested by the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) Borrower in funds immediately available to the Administrative Agent. The Such borrowing will then be made available to the Borrower by the Administrative Agent shall on such date credit crediting the account of the Borrower on the books of the Administrative Agent such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. (b) . The Borrower shall have given give the Administrative Agent irrevocable notice in the form annexed hereto as Exhibit B (the “Borrowing Notice”) (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time, and shall be irrevocable after fundingat least two (2) on (i) in Business Days prior to the case of the Initial Term Loans, the anticipated Closing Date, (ii) in requesting that the case of applicable Lenders make the Tranche B Refinancing Term Loans, Loans on the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount to be borrowed, which shall be the full amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowedLoan Commitments. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each On the Closing Date, each Lender (i) having an Initial Term Loan Commitment will shall make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E at the Funding Office an amount in immediately available funds in Dollars equal to the applicable Term Loan Commitment will or Term Loans to be made by such Lender reasonably promptly following the later of (i) 9:00 AM, New York City time and (ii) 30 minutes following satisfaction or waiver of the conditions set forth in Section 5.2. Promptly following receipt of such funds, the Administrative Agent shall make the amount proceeds of its pro rata share of the Tranche E such Term Loan Commitments or Term Loans available to the Borrower, on such Borrowing Date by wire transfer in immediately available funds to a bank account designated in writing by the Borrower to the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Term Loan borrowing that such Lender does not intend to make available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share portion of the Tranche F Term Loan Commitments Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date, and the Administrative Agent, in each case for the account of reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower at the office of a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent specified in Section 11.2 prior by such Lender and the Administrative Agent has made available the same to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans)Borrower, the First Incremental Amendment Effective Date (in Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the case of the Tranche B Refinancing Term Loans)Administrative Agent’s demand therefor, the First Incremental Amendment Closing Date (in Administrative Agent shall promptly notify the case of Borrower and the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available Borrower shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date credit the account of the Borrower on the books of such corresponding amount was made available by the Administrative Agent to the Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest, calculated in accordance with Section 3.6, applicable to ABR Loans. If the aggregate of the amounts made available Borrower and such Lender shall pay interest to the Administrative Agent for the same (or a portion of the same) period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Lenders and in like funds as received by the Administrative AgentBorrower for such period.

Procedure for Term Loan Borrowing. (1) The Borrowing of Tranche A upon the First Restatement Date was in an amount of US$940,000,000. As of the Restatement Date, the aggregate outstanding principal amount of Tranche A is US$578,000,000. As of the Restatement Date, interest on Tranche A shall continue to accrue in accordance with the First Restated Credit Agreement until the end of the then current Interest Period and thereafter, interest shall accrue at the rate in accordance with Section 2.08. (2) Borrower may make up to three (3) Borrowings under Tranche B during the Tranche B Availability Period, provided that Borrower shall have given give the Administrative Agent notice a revocable Borrowing Request (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City timetime three (3) U.S. Government Securities Business Days prior to the requested Borrowing Date), and shall be irrevocable after funding) on specifying (i) in the case of the Initial Term Loans, the Closing Dateamount to be borrowed, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, applicable Collateral Vessel(s) and (iii) in the case requested Borrowing Date. Each borrowing of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) shall be in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the an amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, equal to be borrowedat least US$10,000,000. Upon receipt of any such noticeBorrowing Request from Borrower, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Term Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments advance available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.12:00 Noon, New York City time, on the Closing Borrowing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) requested by Borrower in funds immediately available to the Administrative Agent. The Administrative Agent Each Term Lender may, at its option, make any Tranche B advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Term Lender to make such advance; provided that any exercise of such option shall on such date credit not affect the account obligation of the Borrower on the books of the Administrative Agent to repay such Term Loan in accordance with the aggregate terms of the this Agreement. Such borrowing amounts made available to the Administrative Agent by the Term Lenders and in like funds as received will then be made available to the Borrower by the Administrative Agent crediting the Collection Account or, at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent. If the Borrower revokes any Borrowing Request, the Borrower shall compensate the Lenders in connection with such revocation in accordance with Section 2.13.

Procedure for Term Loan Borrowing. The (a) In the case of a borrowing of Tranche A Term Loans, the Parent Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent (i) prior to 9:00 A.M.12:00 Noon, New York City time, and shall be irrevocable after funding) on (i) three Business Days prior to the Closing Date, in the case of the Initial Term LoansEurocurrency Loans or (ii) prior to 12:00 Noon, New York City time, one Business Day prior to the Closing Date, (ii) in the case of ABR Loans) requesting that the Tranche B Refinancing A Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of Loan Lenders make the Tranche B Initial A Term Loans, Loans on the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Tranche A Term Loan Lender thereof. Each Lender On the Closing Date, all Existing Term Loans shall be deemed repaid (i) having an Initial Term Loan Commitment will make the amount including for purposes of its pro rata share Section 2.21 of the Initial Previous Credit Agreement) and such portion thereof that were ABR Loans shall be reborrowed as Tranche A Term Loan Commitments available to Loans that are ABR Loans by the Administrative Agent, (ii) having a Parent Borrower and such portion thereof that were Eurocurrency Loans shall be reborrowed as Tranche B Refinancing A Term Loan Commitment will make Loans that are Eurocurrency Loans by the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Parent Borrower. Not later than 12:00 Noon, New York City time, on the Closing Date Date, each Tranche A Term Loan Lender shall advance funds to the Administrative Agent as shall be required to (in x) repay the case Existing Term Loans of the Initial Existing Term Loans), Loan Lenders (1) that are not Lenders as of the First Incremental Amendment Effective Closing Date or (2) whose Tranche A Term Loan Commitments are less than their respective outstanding Existing Term Loans as of the Closing Date and (y) make new Tranche A Term Loans in an amount equal to the case balance of the Tranche B Refinancing A Term Loans), Loan Commitment held by such Lender such that each Term Loan Lender’s share of outstanding Term Loans on the First Incremental Amendment Closing Date is equal to its Tranche A Term Loan Percentage (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available after giving effect to the Administrative AgentClosing Date). The Administrative Agent shall on such date credit make available to the account of the Parent Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and pursuant to clause (y) of the preceding sentence by promptly remitting in like immediately available funds as the amounts so received to the account of the Parent Borrower specified by the Administrative AgentParent Borrower in the applicable irrevocable notice specified above.

Procedure for Term Loan Borrowing. The applicable Borrower shall have given deliver to the Administrative Agent notice an irrevocable Committed Loan Notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.2:00 p.m., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term RFR Loans or ABR Loans, one Business Day prior to the anticipated Closing Date, Date and (ii) in the case of the Tranche B Refinancing Term Benchmark Loans, two Business days prior to the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment anticipated Closing Date; provided, (iv) in that with respect to the case of the Tranche B 2024 Delayed Draw Term Loans, such notice may be received no later than 11:59 p.m., New York City time, on the Tranche B Business Day prior to the 2024 Delayed Draw Funding Date (or such shorter period as the Administrative Agent and 2024 Delayed Draw Term Lenders agree to)), requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Such Committed Loan Notice shall specify (i) the requested Borrowing Date, (vii) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the principal amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed, (iii) the Type of Term Loan to be borrowed, (iv) if applicable, the duration of the Interest Period with respect thereto, and (v) the Borrower. Upon receipt of such notice, Committed Loan Notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial Term Loans)or, the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B with respect to 2024 Delayed Draw Term Loans, the opening of banking hours in New York City on the 2024 Delayed Draw Funding Date (or such later time as the Borrower agrees to)), the Third Amendment Closing Date (in the case of the Tranche C each Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds in Dollars equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall on such date 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 Term Lenders and in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date andDate, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and and, (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, and (ix) in the case of Tranche G Term Loans, the Eighth Amendment Closing Date in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans andLoans, Tranche E Term Loans and, Tranche F Term Loans and Tranche F G Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent orAgent, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or or, (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agent or (ix) having a Tranche G Term Loan Commitment will make the amount of its pro rata share of the Tranche G Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or), the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or or, the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) or the Eighth Amendment Effective Closing Date (in the case of Tranche G Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent notice notice, in substantially the form attached hereto as Exhibit S, specifying the amount of the Initial Term Loans or the Tranche B Term Loans to be borrowed, whether the borrowing is to be of Eurocurrency Loans or ABR Loans or a combination thereof and if the borrowing is to be of more than one Type of Loan, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor (if applicable) and the proposed Borrowing Date (which notice must have been received by the Administrative Agent prior to 9:00 A.M.by (i) 12:00 P.M., New York City time, and shall at least three Business Days (or such shorter period as may be irrevocable after fundingagreed by the Administrative Agent in its reasonable discretion) on (i) in prior to the case of the Initial Term Loans, the Closing Date, requested Borrowing Date for Eurocurrency Loans or (ii) 12:00 P.M., New York City time, at least one Business Day (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) prior to the case of the Tranche B Refinancing Term requested Borrowing Date for ABR Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date, (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, (v) in the case of the Tranche C Term Loans, the Third Amendment Closing Date, (vi) in the case of the Tranche D Term Loans, the Fourth Amendment Closing Date and, (vii) in the case of the Tranche E Term Loans, the Fifth Amendment Closing Date and (viii) in the case of Tranche F Term Loans, the Seventh Amendment Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Term Loans, Tranche D Term Loans and, Tranche E Term Loans and Tranche F Term Loans, as applicable, to be borrowed). Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each applicable Lender (ia) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loans to be borrowed (subject to its Initial Term Loan Commitments Commitment) available to the Administrative Agent, and (iib) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loans to be borrowed (subject to its Tranche B Term Loan Commitments available to the Administrative AgentCommitment) available, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, (v) having a Tranche C Term Loan Commitment will make the amount of its pro rata share of the Tranche C Term Loan Commitments available to the Administrative Agent, (vi) having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments available to the Administrative Agent or, (vii) having a Tranche E Term Loan Commitment will make the amount of its pro rata share of the Tranche E Term Loan Commitments available to the Administrative Agent or (viii) having a Tranche F Term Loan Commitment will make the amount of its pro rata share of the Tranche F Term Loan Commitments available to the Administrative Agentas applicable, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 subsection 10.2 prior to 10:00 A.M.2:00 P.M., New York City timetime (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice) on the Closing Date (in the case of the Initial Term Loans), or the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans)Date, the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans)as applicable, the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of the Tranche D Term Loans) or, the Fifth Amendment Closing Date (in the case of the Tranche E Term Loans) or the Seventh Amendment Effective Closing Date (in the case of Tranche F Term Loans) in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of by wire transfer as directed by the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.”