Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Date. Upon receipt of such Borrowing Notice, the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing DateDate and specifying the amount to be borrowed. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 90 days after the Closing Date, or, if earlier, the date on which the Syndication Agent completes the syndication of the Facilities and the entities selected in such syndication process become parties to this Agreement. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date Date, 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 or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall make available credit to the account of the Borrower on the books of the Funding Office the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing DateDate and specifying the amount to be borrowed. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate LoansABR Loans and, and unless otherwise agreed by the Administrative Agent in its sole discretion, no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the earlier of (i) the date which the Administrative Agent determines that the primary syndication of Term Loans has been completed or (ii) the date that is 30 days after the Closing Date. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall make available to 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 Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice in the form of Exhibit F (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Date. Upon receipt of such Borrowing Notice, the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, (a) two Business Days prior to the anticipated Restatement Effective Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the anticipated Restatement Effective Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Restatement Effective Date and specifying the amount to be borrowed or continued. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 9:00 A.M., New York City time, on the Restatement Effective Date 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 or Tranche B Term Loans to be made by such Lender; provided, that if any Term Lender has not funded its Term Loan by 9:00 A.M., New York City time on the Restatement Effective Date and has not indicated to the Administrative Agent that it will not be funding its Term Loan, the Administrative Agent is authorized to advance such Term Lender’s Term Loan; provided further, that such Term Lender shall fund its Term Loan no later than 12:00 Noon, New York City time on the Restatement Effective Date. The Administrative Agent shall make available to 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 Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent (a) in the case of Tranche B Term Loans, prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date and (b) in the case of Tranche C Term Loans, prior to 11:00 A.M., New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) requesting that one Business Day prior to the Tranche B Term Loan Lenders make requested Borrowing Date, in the Tranche B case of ABR Loans), specifying (A) the amount and Type of Term Loans on to be borrowed, (B) the Closing Daterequested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate LoansABR Loans and, and unless otherwise agreed by the Administrative Agent in its sole discretion, no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which that is 30 days after the Closing Date. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B relevant Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Borrowing Date requested by the Borrower each Tranche B relevant 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 or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall make available to 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 Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Borrowing Date) requesting that the Tranche B Term Loan Lenders make or continue, as the Tranche B case may be, the Term Loans on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing such Borrowing Date. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Borrowing Date 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 or Tranche B Term Loans to be made by such LenderLender on such Borrowing Date. The Administrative Agent shall make available to 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 Loan LendersLenders in immediately available funds and, immediately thereafter, debit such amount from such account and apply the amount so debited to repay the principal of all Term Loans outstanding on the Closing Date that are not being continued in like funds as received by accordance with Section 2.1(a). The borrower shall on the Administrative AgentClosing Date pay all accrued and unpaid interest on the Term Loans so prepaid, together with any amounts payable in connection therewith pursuant to Section 2.18.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent irrevocable notice in the form of a Borrowing Notice Request (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M.1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date in the case of any Tranche B-1 Term Loans or Tranche A Term Loans that will be Term SOFR Loans or Eurodollar Loans, respectively or (b) one Business Day prior to the anticipated Closing Daterequested Borrowing Date in the case of any Tranche B-1 Term Loans or Tranche A Term Loans that will be ABR Loans) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing such Borrowing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may specifying the amount to be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Dateborrowed under each Class. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date or such Borrowing Date, as applicable, 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 or Tranche B Term Loans to be made by such Term Lender. The Administrative Agent shall make available to 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 Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Third Amendment and Restatement Effective Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Third Amendment and Restatement Effective Date. The Tranche B Term Loans made on the Closing Third Amendment and Restatement Effective Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Third Amendment and Restatement Effective Date. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Third Amendment and Restatement Effective Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent irrevocable notice in the form of a Borrowing Notice Request (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M.1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date in the case of any Tranche B Term Loans or Tranche A Term Loans that will be Eurodollar Loans or (b) one Business Day prior to the anticipated Closing Daterequested Borrowing Date in the case of any Tranche B Term Loans or Tranche A Term Loans that will be ABR Loans) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing such Borrowing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may specifying the amount to be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Dateborrowed under each Class. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date or such Borrowing Date, as applicable, 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 or Tranche B Term Loans to be made by such Term Lender. The Administrative Agent shall make available to 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 Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The U.S. Borrower shall deliver to the General Administrative Agent and the Working Capital Facility Agent a Borrowing Notice (which Borrowing Notice must be received by the General Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Date. The Tranche B Term Loans made 37 31 on the Closing Date shall initially be U.S. Base Rate Loans, and prior to the date which is 7 Business Days (or such lesser number of days as the General Administrative Agent shall specify to the U.S. Borrower) after the Closing Date, no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Datemonth. Upon receipt of such Borrowing Notice, Notice the General Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Tranche B Term Loan Lender shall make available to the General Administrative Agent at the U.S. Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B principal amount of the Term Loans to be made by such Lender. The Not later than 1:00 p.m., New York City time, the General Administrative Agent shall make available to the U.S. Borrower the aggregate of the amounts made available to the General Administrative Agent by the Tranche B Term Loan Lenders, in like funds as received by the General Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing DateDate and specifying the amount to be borrowed. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date day which is 30 days 10 Business Days after the Closing DateDate or such shorter period as the Administrative Agent may agree to in writing. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice an irrevocable notice of borrowing in the form of Exhibit L hereto (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing DateDate and specifying the amount to be borrowed. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate LoansLoans and, and no Tranche B Term Loan unless otherwise agreed by the Administrative Agent in its sole discretion, may not be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which that is 30 the earlier of 7 days after the Closing Date and the Syndication Date. Upon receipt of such Borrowing Noticenotice from the Borrower, the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall make available to 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 Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans to be made on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 the earlier of (i) 60 days after the Closing Date and (ii) the Syndication Date. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall promptly make available to the Borrower 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.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Initial Term Loan Lenders make the Tranche B Initial Term Loans on the Closing DateDate and specifying the amount to be borrowed. The Tranche B Initial Term Loans made on the Closing Date shall initially be Base Rate LoansLoans and, and unless otherwise agreed by the Administrative Agent in its sole discretion, no Tranche B Initial Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Syndication Date. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Initial Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Tranche B Initial 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 Initial Term Loan or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall promptly make available to the Borrower on the 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 Tranche B Initial Term Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The U.S. Borrower shall deliver to the General Administrative Agent and the Working Capital Facility Agent a Borrowing Notice (which Borrowing Notice must be received by the General Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be U.S. Base Rate Loans, and prior to the date which is 7 Business Days (or such lesser number of days as the General Administrative Agent shall specify to the U.S. Borrower) after the Closing Date, no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Datemonth. Upon receipt of such Borrowing Notice, Notice the General Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Tranche B Term Loan Lender shall make available to the General Administrative Agent at the U.S. Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B principal amount of the Term Loans to be made by such Lender. The Not later than 1:00 p.m., New York City time, the General Administrative Agent shall make available to the U.S. Borrower the aggregate of the amounts made available to the General Administrative Agent by the Tranche B Term Loan Lenders, in like funds as received by the General Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing DateDate and specifying the amount to be borrowed. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate LoansEurocurrency Loans with an Interest Period of one month (or such shorter period as requested by the Administrative Agent), and no Tranche B Term Loan may be converted into or continued as a Eurodollar Eurocurrency Loan having with an Interest Period in excess of more than one month prior to the date which is 30 days after the Closing Syndication Date. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 the earlier of (i) 60 days after the Closing Date and (ii) the Syndication Date. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall promptly make available to the Borrower 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.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month week prior to the date which is 30 the earlier of (i) 90 days after the Closing DateDate and (ii) the date on which the Arrangers have completed the primary syndication of the Facilities. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Restatement Effective Date) requesting that the Tranche B C Term Loan Lenders make the Tranche B C Term Loans on the Closing DateRestatement Effective Date and specifying the amount to be borrowed. The Tranche B C Term Loans made on the Closing Restatement Effective Date shall initially be Base Rate LoansLoans and, and no Tranche B Term Loan notwithstanding anything to the contrary herein, such Loans may not be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month Loans at any time prior to the date which is 30 three days after the Closing Restatement Effective Date. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B C Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Restatement Effective Date each Tranche B C 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 C Term Loan or Tranche B Term Loans 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 B C Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 11:00 A.M., New York City time, one Business Day prior to on the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing Date. [The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Loans and] [N][n]o Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the earlier of (i) the date which is 30 60 days after the Closing Date and (ii) the Syndication Date. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City 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 anticipated Closing requested Borrowing Date, in the case of Base Rate Loans) requesting that the Tranche B Term Loan Lenders make the Tranche B requested Term Loans on the Closing Date. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing DateLoan. Upon receipt of such Borrowing Notice, Notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date Borrowing Date, 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 or Tranche B Term Loans to be made by such Term Loan Lender. The Administrative Agent shall make available to the Borrower 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. Any Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Term Loan may be made as, converted into or continued as a Eurodollar Loan prior to the earlier of (x) 60 days after the Closing Date, and (y) the Syndication Date.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on and specifying (a) the Closing Dateamount and Type of Term Loans to be borrowed, (b) the requested Borrowing Date and (c) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a to Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days Loans after the Closing DateDate pursuant to Section 2.11. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, Lenders in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Closing DateDate and specifying the amount to be borrowed. The Tranche B Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Syndication Date. Upon receipt of such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date 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 or Tranche B Term Loans 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 B Term Loan Lenders, Lenders in like funds as received by the Administrative Agentfunds.

Procedure for Term Loan Borrowing. The Borrower Borrowers shall deliver to give the Administrative Agent a Borrowing Notice irrevocable notice (which Borrowing Notice notice must be received by the Administrative Agent prior to 10:00 A.M.2:00 P.M., New York City time, one Business Day prior to the anticipated Closing requested Borrowing Date) requesting that the Tranche A Term Loan Lenders and the Tranche B Term Loan Lenders make such Term Loans on the requested Borrowing Date (which must be a Business Day) and specifying the amount to be borrowed. All Tranche A Term Loans and Tranche B Term Loans on the Closing Dateinitially shall be made as ABR Loans and shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. The Tranche B Any Term Loans which are made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term Loan may not be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the earlier of (a) the date which is 30 60 days after the Closing DateDate and (b) the date upon which the Administrative Agent determines (in good faith) that the syndication of the Commitments is complete. Upon receipt of any such Borrowing Notice, notice the Administrative Agent shall promptly notify each Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing requested Borrowing Date each Tranche B Term Loan Lender shall make available to the Administrative Agent at the Funding Office its office specified in Section 11.2 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 make available to credit the account of the relevant 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, Lenders in like funds as received by the Administrative Agentimmediately available funds.