Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, in the case of LIBOR Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agree. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, on the Closing Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A 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 A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified above.

Procedure for Term Loan Borrowing. (a) Each Term Loan shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency made to the US Borrower by the Term Lenders ratably in accordance with their respective Term Loan Commitments of the applicable Class. The US Borrower shall give deliver to the Administrative Agent irrevocable a fully executed Borrowing Notice with respect to any Borrowing of Term Loans no later than (provided that any x) one Business Day in advance of the proposed Borrowing Date in the case of Base Rate Loans and (y) three Business Days in advance of the proposed Borrowing Date in the case of Eurocurrency Loans (or such notice shorter period as may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice acceptable to the Administrative Agent). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the US Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.02 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. All Term Loans shall be denominated in Dollars. (b) notice Upon satisfaction or waiver of the conditions precedent specified herein, each Term Lender shall make its Term Loan available to the Administrative Agent not later than 12:00 p.m. (which notice must be New York City time) on the applicable Borrowing Date by wire transfer of same day funds in Dollars, at the principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the US Borrower on the applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent (a) prior from the Term Lenders to 12:00 p.m. (Noon), Local Time, three Business Days prior be credited to the Closing Date, in account of the case of LIBOR Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to US Borrower at the Closing Date, in the case of ABR Loans or, in each case, such later date and time as principal office designated by the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount or to be borrowed. Such notice such other account as may be substantially designated in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agree. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, on the Closing Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available writing to the Administrative Agent by the Tranche A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveUS Borrower.

Procedure for Term Loan Borrowing. The Borrower hereby requests a Tranche A Term Loan borrowing on the Closing 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 Closing Date in an amount equal to the aggregate amount of the Tranche B Commitments of the Tranche B Lenders. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent (a) prior to 12:00 p.m. (Noon)P.M., Local TimeNew York City time, at least three Business Days prior to the Closing Date, in if all or any part of the case of LIBOR Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and are to be initially Eurodollar Loans, specifying the amount to be borrowed. Such notice may be substantially in the form respective amounts of Exhibit I or in each such other form as the Borrower Type of Loan and the Administrative Agent may agreerespective lengths of the initial Interest Periods therefor. If no such notice is given by the Borrower, the Term Loans shall initially be Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A the Term Loan Lenders thereof. Each Term Loan Lender thereof. Not later than 12:00 p.m. (Noon)will make the amount of its pro rata share of each borrowing of Term Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 12.2 prior to 1:00 P.M., Local TimeNew York City time, on the Closing Date each Tranche A Term Loan Lender shall make in Dollars and in funds immediately available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loans to be made by such LenderAgent. The Administrative Agent shall make available to shall, by 2:00 P.M., New York City time, on the Closing Date credit the account of the Borrower 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 Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The With respect to Term Loan borrowings, the Borrower shall give the Administrative Agent irrevocable notice in the form attached hereto as Exhibit B (provided that or any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked other form approved by the Borrower in a written notice to and the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time (or such later time as the Administrative Agent may agree), (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, in the case of LIBOR Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans or, in each case, (or such later date and shorter time as the Administrative Agent may agree) prior to the requested Borrowing Date, in the case of LIBOR Rate Loans or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans; provided that such notice with respect to the Initial Term Loans may be delivered to the Administrative Agent prior to 12:00 Noon, New York City time (or such later time as the Administrative Agent may agree), one Business Day prior to the anticipated Effective Date) requesting that the Tranche A Term Loan applicable Lenders make the Tranche A applicable Term Loans on the Closing applicable Borrowing Date and specifying the amount to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agree. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan applicable Lender thereof. Not later than 12:00 p.m. (Noon), Local TimeNew York City time, on the Closing Date requested Borrowing Date, each Tranche A Term Loan applicable Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A applicable Term Loans to be made by such Lender. The Administrative Agent shall make the proceeds of such Term Loans available to the Borrower the aggregate of the amounts made available to the Administrative Agent on such Borrowing Date by the Tranche A Term Loan Lenders wire transfer in immediately available funds by promptly remitting the amounts so received to the a bank account of the Borrower specified designated in writing by the Borrower in to the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The Other than with respect to the Term B Loans to be made on the Closing Date, the Borrower shall give the Term Loan Facility Administrative Agent irrevocable (provided that any such notice may be conditioned on in the occurrence form of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice Borrowing Request (which notice must be received by the Term Loan Facility Administrative Agent (a) prior to 12:00 p.m. (Noon)not later than 2:00 P.M., Local TimeNew York City time, three Business Days prior to the Closing Date, requested Borrowing Date in the case of LIBOR any Term Loans that will be Eurodollar Loans or (b) prior to not later than 12:00 p.m. (Noon)noon, Local TimeNew York City time, one Business Day prior to the Closing Date, requested Borrowing Date in the case of any Term Loans that will be ABR Loans or, in each case, such later date and time as the Administrative Agent may agreeLoans) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date such Borrowing Date, and specifying the amount to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agreeborrowed under each Class. Upon receipt of such notice notice, the Term Loan Facility Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local TimeNew York City time, on the Closing Date or such Borrowing Date (or, in each Tranche A case, with respect to any Borrowing of Incremental Term Loan Loans or Refinancing Term Loans, not later than such other time as shall be specified therefor in the applicable Increase Joinder, Extension Offer or Refinancing Amendment), as applicable, each Term Lender shall make available to the Term Loan Facility Administrative Agent at the applicable its Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loans Loan to be made by such LenderTerm Lender on such date. The Term Loan Facility 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 Term Loan Facility Administrative Agent by the Tranche A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified abovefunds.

Procedure for Term Loan Borrowing. The Borrower Company shall give the Administrative --------------------------------- Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Effective Date, in the case of LIBOR Loans Eurodollar Loans, or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to on the Closing Effective Date, in the case of ABR Index Rate Loans), specifying (i) the amount and Type of Term Loans orto be borrowed and (ii) in the case of Eurodollar Loans, in the respective amounts of each case, such later date Type of Loan and time as the Administrative Agent may agree) requesting that respective lengths of the Tranche A initial Interest Periods therefor. Each borrowing under the Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the Commitments shall be in an amount equal to be borrowed. Such notice may be substantially (x) in the form case of Exhibit I Index Rate Loans, any amount and (y) in the case of Eurodollar Loans, $500,000 or a whole multiple of $100,000 in such other form as the Borrower and the Administrative Agent may agreeexcess thereof. Upon receipt of any such notice from the Administrative Company, the Agent shall promptly notify each Tranche A Term Loan Lender and/or Tranche B Term Loan Lender, as the case may be, thereof. Not later than 12:00 p.m. (Noon), Local Time, on the Closing Date each Each Tranche A Term Loan Lender shall and/or Tranche B Term Loan Lender, as the case may be, will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Company prior to 12:00 Noon, New York City time, on the Effective Date at the applicable Funding Office Agent's depositary bank as designated by wire transfer an amount the Agent from time to time for deposit in the Agent's depositary account, in immediately available funds equal to the Tranche A Term Loans to funds. Such borrowing will then be made by such Lender. The Administrative Agent shall make available to the Borrower Company by the Agent by wiring to a financial institution designated by the Company the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must shall on the Closing Date be received deemed to have been submitted by the Administrative Agent (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, Borrower for ABR Loans in the case full amount of LIBOR Loans or (b) prior the Term Commitments of all the Banks, and the Borrower shall have been deemed to 12:00 p.m. (Noon), Local Time, one Business Day prior to have made the Closing Date, representations and warranties contained in the case Notice of ABR Loans or, in each case, such later date and time as the Administrative Agent may agreeBorrowing) requesting that the Tranche A Term Loan Lenders Banks make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such With respect to any oral notice may of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an oral notice of borrowing shall be in substantially in the form of Exhibit I or in such other form as 2.2 hereto ("Notice of Borrowing") which shall be signed by the Borrower and shall specify therein the Administrative Agent may agreerequested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) with respect to any Committed LIBOR Rate Loan, the Interest Period for each such Loan. Upon receipt of such notice a Notice of Borrowing the Administrative Agent shall promptly notify each Tranche A Term Loan Lender Bank thereof. Not later than 12:00 p.m. 1:00 P.M., (NoonNew York City time), Local Time, on the Closing Date each Tranche A Term Loan Lender Bank shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loan or Term Loans to be made by such LenderBank. The Administrative Agent shall make available to credit the account of the Borrower on the books of the Funding Office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders Banks in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified abovefunds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on in the occurrence form of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice Exhibit F (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the anticipated Closing Date, in the case of LIBOR Loans Eurodollar Loans, or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the anticipated Closing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agreeLoans) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agree. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon)9:00 A.M., Local TimeNew York City time, on the Closing Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loan or Term Loans to be made by such Lender; provided, that if any Term Lender has not funded its Term Loan by 9:00 A.M., New York City time on the Closing Date and has not indicated to the Administrative Agent that it will not be funding its Term Loan, the Administrative Agent is authorized to advance such Term Lender’s Term Loan; provided further, that such Term Lender shall fund its Term Loan no later than 12:00 Noon, New York City time on the Closing Date. The Administrative Agent shall 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 A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified abovefunds.

Procedure for Term Loan Borrowing. The Borrower Company may borrow under the Term Loan Commitments during the Term Loan Commitment Period on a Business Day, provided that the Company shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to (a) prior to 12:00 p.m. (Noon), Local TimeNew York City time, three Business Days prior to the Closing Datefunding date of the Term Loans, in the case of LIBOR Eurocurrency Loans or (b) prior to 12:00 p.m. (Noon)11:00 A.M., Local Time, one New York City time on the Business Day prior to of the Closing Datefunding date of the Term Loans, in the case of ABR Loans or(such funding date, in each case, such later date and time as the Administrative Agent may agree) requesting that the Tranche A “Term Loan Lenders make Borrowing Date”)), specifying (i) the Tranche A amount and Type of Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially , (ii) the requested Term Loan Borrowing Date, and (iii) in the form case of Exhibit I Eurocurrency Loans, the respective length of the initial Interest Period therefor. The borrowing under the Term Loan commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $1,000,000 in such other form as excess thereof and (y) in the Borrower and the Administrative Agent may agreecase of Eurocurrency Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Company, the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, on Each Term Lender will make the Closing Date each Tranche A Term Loan Lender shall make amount of its pro rata share of the borrowing available to the Administrative Agent for the account of the Company at the applicable Funding Office prior to 12:00 Noon, New York City time, on the Term Loan Borrowing Date requested by wire transfer an amount the Company in funds immediately available funds equal to the Tranche A Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower Administrative Agent. Such borrowing will then be made available to the Company by the Administrative Agent crediting the account of the Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower may only borrow under the Term Loan Commitments in a single drawing on a Business Day after satisfaction or waiver of the conditions precedent contained in subsections 5.2(a) through (e) and (g), PROVIDED that the Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction andBorrowing Notice, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to (a) prior to 12:00 p.m. (Noon)noon, Local TimeNew York City time, three Business Days prior to the Closing Date, in requested Borrowing Date if all or any part of the case of LIBOR Term Loans or are to be Eurodollar Loans and (b) prior to 12:00 p.m. (Noon)10:00 a.m., Local TimeNew York City time, one Business Day prior to on the Closing Date, in requested Borrowing Date if the case borrowing is solely of ABR Loans orLoans, in each caseand specifying (i) the amount of the borrowing, (ii) whether such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount are initially to be borrowed. Such notice may Eurodollar Loans or ABR Loans or a combination thereof and (iii) if the borrowing is to be substantially in entirely or partly Eurodollar Loans, the form length of Exhibit I or in the Interest Period -for such other form as the Borrower and the Administrative Agent may agree. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereofEurodollar Loans. Not later than 12:00 p.m. (Noon)1:00 p.m., Local TimeNew York City time, on the Closing Borrowing Date specified in such notice, each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer office of the Agent specified in subsection 10.2 (or at such other location as the Agent may direct) an amount in immediately available funds equal to the Tranche A amount of the Term Loans Loan to be made by such Term Loan Lender. The Administrative Term Loan proceeds received by the Agent hereunder shall make promptly be made available to the Borrower by the 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 Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAgent.

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent (a) prior to 12:00 p.m. (Noon)10:00 A.M., Local Time, three Business Days prior to the Closing Date, in the case of LIBOR Loans or (b) prior to 12:00 p.m. (Noon), Local TimeNew York City time, one Business Day prior to the Closing anticipated Borrowing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing proposed Borrowing Date and specifying the amount to be borrowed. Such notice may The Term Loans made on the Closing Date shall initially be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agreeBase Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local TimeNew York City time, on the Closing proposed Borrowing Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loan or 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 A Term Loan Lenders in immediately available funds by promptly remitting like funds. (b) Each Lender shall be deemed to have made a PIK Term Loan, (i) with respect to the PIK Term Loans made pursuant to Section 2.7(a), on the last day of each March, June, September and December and on the Conversion Date and (ii) with respect to the PIK Term Loans made pursuant to Sections 2.13(a) and 2.13(b), on each Interest Payment Date, in each case, in the amounts so received and subject to the account provisions of the Borrower specified such Sections. Each PIK Term Loan shall initially be a Base Rate Loan and may from time to time thereafter be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in the applicable irrevocable notice specified aboveaccordance with Section 2.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments only on the Closing Date, provided that the Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 11:00 A.M. (New York City time) at least (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, in if all or any part of the case of LIBOR requested Term Loans are to be initially Eurodollar Loans, or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, otherwise), specifying in each case (i) the amount to be borrowed, (ii) the requested Closing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor; provided that until the date that is one month after the Closing Date, Eurodollar Loans may be made only for one month Interest Periods, and (v) the amount of Term A Loans and Term B Loans. The Term Loan Commitments shall expire at 5:00 P.M., New York City time, on the Closing Date, whether or not the Term Loans thereunder are made. Each borrowing under the Term Loan Commitments shall be in an amount equal to (A) in the case of ABR Loans orLoans, $1,000,000 or a whole multiple of $1,000,000 in each case, such later date excess thereof and time as the Administrative Agent may agree(B) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in the form case of Exhibit I Eurodollar Loans, $5,000,000 or a whole multiple of $5,000,000 in such other form as the Borrower and the Administrative Agent may agreeexcess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereofthereof not later than 9:00 A.M., New York City time, on the Closing Date. Not later than 12:00 p.m. (Noon), Local TimeNew York City time, on the Closing Date Date, each Tranche A Term Loan Lender shall make an amount equal to its Term Loan Commitment available to the Administrative Agent at the applicable Funding Office by wire transfer an amount its office specified in subsection 11.2 in U.S. Dollars and in immediately available funds equal to the Tranche A Term Loans to be made by such Lenderfunds. The Administrative Agent shall make available to on such date credit 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 Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. (a) The Borrower shall give deliver to the Administrative Agent irrevocable (for delivery to the Lenders) a fully executed Borrowing Notice no later than one (1) Business Day in advance of the proposed Borrowing Date (or such shorter period as may be acceptable to the Administrative Agent); provided that any such notice notices may be conditioned on the occurrence of a any transaction andor event for which funding is requested, if such condition is not satisfied on or prior and notwithstanding anything to the date of such Borrowingcontrary contained herein, may be revoked by the Borrower in a may, by giving written notice to the Administrative Agent, rescind or extend the date for such Borrowing in any Borrowing Notice under Section 2.10(a) on the date of such Borrowing if such Borrowing is conditioned upon any such transaction or event, which transaction or event shall not be consummated or shall otherwise be delayed. Each Term Loan shall be a SOFR Borrowing with an Interest Period of three months’ duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.02 (which notice must be received and the contents thereof), and of each Lender’s portion of the requested borrowing. (b) Upon satisfaction or waiver of the conditions precedent specified herein, each Term Lender shall make its Term Loan available to (x) the Administrative Agent by wire transfer of same day funds in Dollars, to the account designated by the Administrative Agent or (ay) prior at such Term Lender’s election, the Borrower by wire transfer of same day funds in Dollars to 12:00 p.m. (Noon), Local Time, three Business Days prior be credited to the Closing Date, account designated in writing by the case of LIBOR Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans orBorrower, in each case, such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agree. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not case not later than 12:00 p.m. (Noon), Local Time, New York City time) on the Closing Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loans to be made by such LenderBorrowing Date. The Administrative Agent shall make the proceeds of the Term Loans available to the Borrower on the aggregate applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the amounts made available proceeds of all such Term Loans received by Administrative Agent from the Term Lenders to be credited to such account as may be designated in writing to the Administrative Agent by the Tranche A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveBorrower.

Procedure for Term Loan Borrowing. The Borrower Company may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided that the Company shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 11:00 A.M. (New York City time) at least (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing requested Borrowing Date, in if all or any part of the case of LIBOR requested Term Loans are to be initially Eurodollar Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing requested Borrowing Date, otherwise), specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (A) in the case of ABR Loans Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in each caseif the then Aggregate Available Term Loan Commitments are less than $1,000,000, such later date lesser amount) and time as the Administrative Agent may agree(B) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in the form case of Exhibit I Eurodollar Loans, $5,000,000 or a whole multiple of $5,000,000 in such other form as the Borrower and the Administrative Agent may agreeexcess thereof. Upon receipt of any such notice from the Company, the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereofthereof not later than 9:00 A.M., New York City time, on the requested Borrowing Date. Not later than 12:00 p.m. (Noon), Local TimeNew York City time, on the Closing Date each Tranche A Term Loan requested Borrowing Date, each Lender shall make an amount equal to its Term Loan Commitment Percentage of the principal amount of the Term Loans requested to be made on such Borrowing Date available to the Administrative Agent at the applicable Funding Office by wire transfer an amount its office specified in subsection 13.2 in U.S. Dollars and in immediately available funds equal to the Tranche A Term Loans to be made by such Lenderfunds. The Administrative Agent shall make available to on such date credit the Borrower account of the Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall give may --------------------------------- irrevocably request to borrow under (a) the 364-Day Term Loan Commitments on the Effective Date or (b) the Construction Term Loan Commitments prior to the Construction Term Loan Maturity Date on any Business Day in accordance with this Section 2.1.2, by delivering a ------------- Borrowing Request to the Administrative Agent irrevocable on a Business Day on or before 12:00 Noon, New York City time, (provided that any such x) on not less than three Business Days' notice may be conditioned in the case of LIBO Rate Loans, or (y) on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent (a) prior to 12:00 p.m. (Noon), Local Time, three same Business Days prior to the Closing DateDay, in the case of LIBOR Base Rate Loans, specifying (i) the amount and type of Term Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of LIBO Rate Loans, the respective amounts of each such type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $5,000,000 or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Datean integral multiple of $1,000,000 in excess thereof or, in the case of ABR Loans orConstruction Term Loans, in each case, such later date and time as the Administrative Agent may agree) requesting that unused amount of the Tranche A Construction Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agreeCommitment Amount. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon)On or before 2:00 P.M., Local TimeNew York City time, on the Closing Date Business Day such Term Loans are to be made, each Tranche A Term Loan Lender shall make available to deposit with the Administrative Agent at the applicable Funding Office by wire transfer Same Day Funds in an amount in immediately available funds equal to such Lender's Percentage of the Tranche A Term Loans to requested Borrowing. Such deposit will be made by such Lender. The to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrower the aggregate of the amounts made available by wire transfer to the Administrative Agent by the Tranche A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by the Borrower in the applicable irrevocable notice specified aboveany other Lender's failure to make any Loan.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 12:30 P.M., New York City time, at least (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Effective Date, in if all or any part of the case of LIBOR Term Loans are to be initially Eurodollar Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agree) Effective Date otherwise requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Effective Date and specifying (i) the amount to be borrowed. Such notice may , (ii) whether the Term Loans are to be substantially in initially Eurodollar Loans, ABR Loans or a combination thereof, and (iii) if the form Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of Exhibit I or in each such other form as the Borrower Type of Loan and the Administrative Agent may agreerespective lengths of the initial Interest Periods therefor. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, on the Closing Date each Tranche A Each Term Loan Lender shall will make the amount of its pro rata share of the Term Loans available to the Administrative Agent for the account of the Borrower at the applicable Funding Office by wire transfer an amount office of the Administrative Agent specified in subsection 11.2 prior to 10:00 A.M., New York City time, on the Effective Date in Dollars and in funds immediately available funds equal to the Tranche A Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall make available to on such date credit the account of the Borrower on the books of such office of the Administrative Agent, c/o Loan and Agency Service Group, 1 Chase Manhxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxth the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower Representative shall give have given the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be have been received by the Administrative Agent (a) prior to 12:00 p.m. 9:00 A.M., New York City time (Noonor such later time as may be agreed by the Administrative Agent in its reasonable discretion), Local Time, three Business Days which notice may be revocable at any time prior to the Closing Date, in the case of LIBOR Loans or (bfunding) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans orFirst Amendment Effective Date, in each casethe Second Amendment Effective Date or the Third Amendment Effective Date, such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and applicable, specifying the amount of the Initial Term Loans to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agreeborrowed by each applicable Borrower. Upon receipt of such notice notice, the Administrative Agent shall promptly notify each Tranche A Term Loan applicable Lender thereof. Not Each Lender having an Initial Term Loan Commitment will make the amount of its pro rata share of the applicable Initial Term Loan Commitments available to the Administrative Agent, in each case for the account of the applicable Borrower or Borrowers at the office of the Administrative Agent specified in Subsection 11.2 prior to 10:00 A.M., Frankfurt time (or, if the time period for the Borrower Representative’s delivery of notice was extended, such later time as agreed to by the Borrower Representative and the Administrative Agent in its reasonable discretion, but in no event less than 12:00 p.m. (Noonone hour following notice), Local Time, on the Closing Date, the First Amendment Effective Date, the Second Amendment Effective Date each Tranche A Term Loan Lender shall make or the Third Amendment Effective Date, as applicable, in funds immediately available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loans to be made by such LenderAgent. The Administrative Agent shall shall, on such date, make all funds so received available to the Borrower the aggregate of the amounts made available to Borrowers in like funds as received by the Administrative Agent by the Tranche A Term Loan Lenders wire transfer of such funds in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified accordance with instructions provided by the Borrower in Representative to (and reasonably acceptable to) the applicable irrevocable notice specified aboveAdministrative Agent.”

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 12:30 P.M., New York City time, at least (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Effective Date, in if all or any part of the case of LIBOR Term Loans are to be initially Eurodollar Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agree) Effective Date otherwise requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Effective Date and specifying (i) the amount to be borrowed. Such notice may , (ii) whether the Term Loans are to be substantially in initially Eurodollar Loans, ABR Loans or a combination thereof, and (iii) if the form Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of Exhibit I or in each such other form as the Borrower Type of Loan and the Administrative Agent may agreerespective lengths of the initial Interest Periods therefor. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, on the Closing Date each Tranche A Each Term Loan Lender shall will make the amount of its pro rata share of the Term Loans available to the Administrative Agent for the account of the Borrower at the applicable Funding Office by wire transfer an amount office of the Administrative Agent specified in subsection 11.2 prior to 10:00 A.M., New York City time, on the Effective Date in Dollars and in funds immediately available funds equal to the Tranche A Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall make available to on such date credit the account of the Borrower on the books of such office of the Administrative Agent, c/o Loan and Agency Service Group, One Chase Manhxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxth the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 12:30 P.M., New York City time), at least (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, in First Amendment Effective Date if all or any part of the case of LIBOR Tranche C Term Loans are to be initially Eurodollar Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, First Amendment Effective Date in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agree) all other cases requesting that the Tranche A C Term Loan Lenders and Continuing Term Loan Lenders make the Tranche A C Term Loans (which, in the case of a Continuing Term Loan Lender, may be made by converting Converted Term Loans into Tranche C Term Loans) on the Closing First Amendment Effective Date and specifying (i) the amount to be borrowed. Such notice may , (ii) whether the Tranche C Term Loans are to be substantially in initially Eurodollar Loans, ABR Loans or a combination thereof and (iii) if the form Tranche C Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of Exhibit I or in each such other form as the Borrower Type of Loan and the Administrative Agent may agreerespective lengths of the initial Interest Periods therefor. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A C Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, on the Closing Date each Each Tranche A C Term Loan Lender shall will (except, with respect to any Continuing Term Loan Lender, to the extent of any of its Original Term Loans converted into Tranche C Term Loans pursuant to subsection 2.5(b)) make the amount of its pro rata share of the Tranche C Term Loans available to the Administrative Agent for the account of the Borrower at the applicable Funding Office by wire transfer an amount office of the Administrative Agent specified in subsection 11.2 prior to 10:00 A.M., New York City time, on the First Amendment Effective Date in Dollars and in funds immediately available funds equal to the Tranche A Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall make available to 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 C Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable (provided that any such notice may be conditioned on the occurrence Notice of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice Borrowing (which notice must be received by the Administrative Agent (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, in the case of LIBOR Loans or x) noon one (b1) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in Date (or such shorter period as reasonably approved by the case of ABR Loans orAdministrative Agent) or (y) noon on the eleventh (11th) Business Day prior to the applicable Delayed Draw Funding Date (or such shorter period as approved by the Administrative Agent)), in each case, such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Initial Term Loans on the Closing Date or the Delayed Draw Term Loans on the applicable Delayed Draw Funding Date, as applicable, and specifying the amount to be borrowed. Such notice may ; provided that each borrowing of Delayed Draw Term Loans shall be substantially in the form a principal amount of Exhibit I $1,000,000 or a whole multiple of $500,000 in such other form as the Borrower and the Administrative Agent may agreeexcess thereof. Upon receipt of such notice Notice of Borrowing, the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, 2:00 P.M. on the Closing applicable Borrowing Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to in the Tranche A Term Loans to be made amount requested in the applicable Notice of Borrowing and, upon receipt of all requested funds by such Lender. The the Administrative Agent, the Administrative Agent shall make available wire all such funds to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders in immediately available funds by promptly remitting in accordance with the amounts so received directions set forth in the Notice of Borrowing (and any flow of funds attached thereto); provided, however, that the Borrower may request in the Notice of Borrowing that Lenders fund their Loans directly to the account of Borrower on the requested Borrowing Date and, unless the Borrower specified has delivered a written notice (which may be by email) by not later than 12:00 P.M. on the succeeding Business Day stating that a Lender has not funded its Loan, the Administrative Agent may deem all such Loans funded by the Borrower Lenders and make the appropriate recordation of such Loans in the applicable irrevocable notice specified aboveRegister.

Procedure for Term Loan Borrowing. The Borrower Parent Borrowers may borrow under the Term Commitments during the Term Commitment Period on the Closing Date and on the Second Drawdown Date, provided that the Parent Borrowers shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 8:30 A.M., San Francisco time, (a) prior to 12:00 p.m. (Noon), Local Time, three Business Banking Days prior to the Closing requested Borrowing Date, in if all or any part of the case of LIBOR requested Term Loans are to be initially Eurodollar Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Banking Day prior to the Closing requested Borrowing Date, in the case of ABR Loans orotherwise), in each case, such later date and time as the Administrative Agent may agreespecifying (i) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Such notice may Each borrowing under the Term Commitments shall be substantially in an amount equal to (x) in the form case of Exhibit I Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in such other form as excess thereof and (y) in the Borrower and case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof, provided, further, that Y&R (Delaware) may not borrow under the Administrative Agent may agreeTerm Commitments prior to the consummation of the Company Merger. Upon receipt of any such notice from the Parent Borrowers, the Administrative Agent shall promptly notify each Tranche A Term Loan Lender 34 28 thereof. Not later than 12:00 p.m. (Noon)Each Term Lender will make the amount of its pro rata share of the Term Loans available to the Administrative Agent for the account of the Parent Borrowers at the Administrative Agent's Payment Office prior to 10:00 A.M., Local TimeSan Francisco time, on the Closing Date each Tranche A Term Loan Lender shall make or the Second Drawdown Date, as the case may be, in Dollars and in funds immediately available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loans to be made by such LenderAgent. The Administrative Agent shall make available to credit the account of the Parent Borrower specified in the relevant notice of borrowing on the books of such office of the Administrative Agent on the related Borrowing Date, with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in immediately available like funds by promptly remitting the amounts so as received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified aboveAdministrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must shall on the Closing Date be received deemed to have been submitted by the Administrative Agent (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, Borrower for ABR Loans in the case full amount of LIBOR Loans or (b) prior the Term Commitments of all the Banks, and the Borrower shall have been deemed to 12:00 p.m. (Noon), Local Time, one Business Day prior to have made the Closing Date, representations and warranties contained in the case Notice of ABR Loans or, in each case, such later date and time as the Administrative Agent may agreeBorrowing) requesting that the Tranche A Term Loan Lenders Banks make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such With respect to any oral notice may of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an oral notice of borrowing shall be in substantially in the form of Exhibit I or in such other form as B hereto ("Notice of Borrowing") which shall be signed by the Borrower and shall specify therein the Administrative Agent may agreerequested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) with respect to any LIBOR Rate Loan, the Interest Period for each such Loan. Upon receipt of such notice a Notice of Borrowing the Administrative Agent shall promptly notify each Tranche A Term Loan Lender Bank thereof. Not later than 12:00 p.m. 1:00 P.M., (NoonNew York City time), Local Time, on the Closing Date each Tranche A Term Loan Lender Bank shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loan or Term Loans to be made by such LenderBank. The Administrative Agent shall make available to credit the account of the Borrower on the books of the Funding Office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders Banks in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified abovefunds.

Procedure for Term Loan Borrowing. The Borrower Borrowers shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, in the case of LIBOR Loans Eurodollar Loans, or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agreeLoans) requesting that the Tranche A Term Loan Lenders existing on the Closing Date make the Tranche A Term Loans on the Closing Date and specifying (i) the amount and Type of Term Loans to be borrowed. Such notice may be substantially , (ii) the requested Borrowing Date and (iii) in the form case of Exhibit I or in Eurodollar Loans, the respective amounts of each such other form as the Borrower Type of Loan and the Administrative Agent may agreerespective lengths of the initial Interest Period therefor. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender existing on the Closing Date thereof. Not later than 12:00 p.m. (Noon), Local TimeNew York City time, on the Closing Date each Tranche A such Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall make available to 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 Tranche A such Term Loan Lenders in immediately available funds by promptly remitting the amounts so received funds. The foregoing provisions shall apply mutatis mutandis with respect to the account borrowing of 2018 Incremental Tranche A Term Loans from the Borrower specified by 2018 Incremental Tranche A Term Lenders on the Borrower in the applicable irrevocable notice specified above2018 Incremental Amendment Effective Date.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent (a) prior to 12:00 p.m. (Noon)i) 1:00 P.M., Local TimeNew York City time, three Business Days prior to the Closing Date, anticipated Restatement Date 509265-1496-1626614997-Active.24788754.1135668272.3 in the case of LIBOR Eurodollar Loans or (bii) prior to 12:00 p.m. (Noon), Local Time, 11:00 A.M. one Business Day prior to the Closing Date, anticipated Restatement Date in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agreeLoans) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Restatement Date and specifying (i) the amount and Type of Term Loans to be borrowed. Such notice may be substantially , (ii) the requested Restatement Date and (iii) in the form case of Exhibit I or in Eurodollar Loans, the respective amounts of each such other form as the Borrower Type of Loan and the Administrative Agent may agreerespective lengths of the initial Interest Period therefor. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local TimeNew York City time, on the Closing Restatement Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loan or Term Loans to be made by such LenderLender (it being understood that no Lender shall be required to fund amounts in respect of any Continued Term Loans (as defined in the Replacement Facility Amendment)). The Administrative Agent shall make available to credit the account of the Borrower or the Co-Borrower, as applicable, on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified abovefunds.