Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m., New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The applicable Borrower shall give deliver to the Administrative Agent an irrevocable notice by submitting a Borrowing Request Committed Loan Notice (which Borrowing Request notice must be received by the Administrative Agent prior to 2:00 p.m., New York City time, (i) in the case of RFR Loans or ABR Loans, one Business Day prior to the anticipated Closing Date and (ii) in the case of Term Benchmark Loans, two Business days prior to the anticipated Closing Date), requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Such Committed Loan Notice shall specify (i) the requested Borrowing Date, (ii) the principal amount of Term Loans to be borrowed, (iii) the Type of Term Loan to be borrowed, (iv) if applicable, the duration of the Interest Period with respect thereto, and (v) the Borrower. Upon receipt of such Committed Loan Notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to on the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will shall make the amount of its applicable Commitment available to the Administrative Agent for at the Funding Office an amount in immediately available funds in Dollars equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the applicable Borrower at the applicable Funding Office prior to 10:30 a.m., New York City time, on the Borrowing Date in respect books of such Commitments requested by such Borrower in funds immediately office of the Administrative Agent with the aggregate of the amounts made available to the Administrative AgentAgent by the Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice shall be in the form of Exhibit H attached hereto and must be received by the Administrative Agent prior to 12:00 Noon10:00 a.m., New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the (1) Term Loan Closing Date for a Eurodollar Borrowing or the date of the requested advance of the Term Loan, as applicable, if all or any part of the Term Loans are to be made on the Closing Date, initially Eurodollar Loans or (b) one Business Day prior to the Term Loan Closing Date or the date of the requested Borrowing DateTerm Loan advance, in as applicable, otherwise) requesting that the case of ABR Loans), Lenders make the Term Loans on the Term Loan Closing Date and specifying (i) the Term Loan Closing Date or the effective date of the Term Loan advance, as applicable, (ii) the amount and Type of Initial Term Loans to be borrowed, (iii) whether the Term Loans are to be initially Eurodollar Loans, Base Rate Loans or a combination thereof, and (iiiv) in if the case of Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Not later than 11:00 a.m. on the Term Loan Closing Date each Lender will shall make the amount of its applicable Commitment available to the Administrative Agent for at its office specified in Section 10.2 the amount of such Lender's Pro Rata Share of such borrowing in immediately available funds. The Administrative Agent shall on such date credit the account of the Borrower at the applicable Funding Office prior to 10:30 a.m., New York City time, on the Borrowing Date in respect books of such Commitments requested by such Borrower in funds immediately office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, (ii) the requested Borrowing Date and (iiiii) 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 Initial Term Loans shall initially be Base Rate Loans, and no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the Syndication Date. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Initial Term Loan Lender will make the amount of its applicable Commitment pro rata share of each borrowing of the Initial Term Loans, and each Delayed Draw Term Loan Lender will make the amount of its pro rata share of each borrowing of Delayed Draw Term Loans, available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.12:00 Noon, New York City time, on the Borrowing Date in respect of such Commitments requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the Borrower The Borrowers shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Closing Date, in if all or any part of the case of Term Loans are to be initially Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Closing Date, in otherwise) requesting that the case of ABR Loans), Lenders make the Term Loans on the Closing Date and specifying (i) the Closing Date, (ii) the amount and Type of Initial Term Loans to be borrowed, (iii) whether the Term Loans are to be initially Eurodollar Loans, Base Rate Loans or a combination thereof, and (iiiv) in if the case of Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.Not later than 12:00 noon, New York City time, on the Borrowing Closing Date in respect of such Commitments requested by such Borrower in funds immediately each Lender shall make available to the Administrative Agent at its office specified in Section 12.2 the amount of such Lender's pro rata share of such borrowing in immediately available funds. The Administrative Agent shall on such date credit the account of the Borrowers on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The Borrower shall give the Administrative Agent its irrevocable notice by submitting a Notice of Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon1:00 P.M., New York City time, (a) three Business Days prior to the requested Term Loan Borrowing Date, in if all or any part of the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing requested Term Loans are to be made on the Closing Date, initially Eurodollar Loans or (b) one Business Day prior to the requested Term Loan Borrowing Date, in otherwise) requesting that the case of ABR Loans), Term Loan Lenders make the Term Loans on the Term Loan Borrowing Date and specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case 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 respective amounts amount of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrowersuch Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Term Loan Lender will make the amount of its applicable Commitment pro rata share of the Term Loans available to the Administrative Agent for the account of the Borrower at the applicable Funding Office office of the Administrative Agent specified in subsection 11.3 prior to 10:30 a.m.11:00 A.M., New York City time, on the Term Loan Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent. Such Term Loans will then be made available to the Borrower by the Administrative Agent transferring to the account directed by the Borrower (which account need not be maintained by the Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To The Borrower may borrow Initial under the Term Loans Loan Commitments only on the Closing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon, 11:00 A.M. (New York City time, ) at least (a) three Business Days prior to the requested Borrowing Closing Date, in if all or any part of the case of requested Term Loans are to be initially Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Closing Date, in the case of ABR Loansotherwise), specifying in each case (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case 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 respective amounts amount of each such Type of Loan and the respective lengths length of the initial Interest Period 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 (xA) in the case of ABR Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof and (yB) in the case of Eurodollar Loans, $5,000,000, 5,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.thereof not later than 9:00 A.M., New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately Closing Date. Not later than 12:00 Noon, New York City time, on the Closing Date, each Lender shall make an amount equal to its Term Loan Commitment available to the Administrative Agent at its office specified in subsection 11.2 in U.S. Dollars and in immediately available funds. The Administrative Agent shall 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 Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To The Company may borrow Initial under the Term Loans Loan Commitments during the Term Loan Commitment Period on a Business Day, provided that the Closing Date, the Borrower Company shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to (a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Datefunding date of the Term Loans, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 NoonEurocurrency Loans or (b) 11:00 A.M., New York City time one on the Business Day prior to of the Closing Date for a Eurodollar Borrowing to be made on funding date of the Closing Date, or (b) one Business Day prior to the requested Borrowing DateTerm Loans, in the case of ABR LoansLoans (such funding date, the “Term Loan Borrowing Date”)), specifying (i) the amount and Type of Initial Term Loans to be borrowed, (ii) the requested Term Loan Borrowing Date, and (iiiii) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Each The borrowing under the Commitments 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 excess thereof and (y) in the case of Eurodollar Eurocurrency Loans, $5,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Term Lender will make the amount of its applicable Commitment pro rata share of the borrowing available to the Administrative Agent for the account of the Borrower Company at the applicable Funding Office prior to 10:30 a.m.12:00 Noon, New York City time, on the Term Loan Borrowing Date in respect of such Commitments requested by such Borrower the Company in funds immediately available to the 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 Term Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon(i) 1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, anticipated Restatement Date 509265-1496-1626614997-Active.24788754.1135668272.3 in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time Loans or (ii) 11:00 A.M. one Business Day prior to the Closing anticipated Restatement Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), ) requesting that the Term Lenders make the Term Loans on the Restatement Date and specifying (i) the amount and Type of Initial Term Loans to be borrowed, (ii) the requested Restatement Date and (iiiii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.Not later than 12:00 Noon, New York City time, on the Borrowing Restatement Date in respect of such Commitments requested by such Borrower in funds immediately each Term Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender (it being understood that no Lender shall be required to fund amounts in respect of any Continued Term Loans (as defined in the Replacement Facility Amendment)). The Administrative Agent shall credit the account of the Borrower or the Co-Borrower, as applicable, on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. To borrow Initial The Borrower hereby requests a Tranche A Term Loans Loan borrowing on the Closing Date, 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 notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, if all or (b) one Business Day prior to any part of the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans are to be borrowed, and (ii) in the case of initially Eurodollar Loans, specifying the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Periods therefor. Each borrowing under ; provided that, (a) during the Commitments Suspension Period, all Term Loans shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof Base Rate Loans and (yb) in during the case of Eurodollar Transition Period, the Borrower may only select a one month Interest Period. If no such notice is given by the Borrower, the Term Loans shall initially be Base Rate Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from such notice the Borrower, the Administrative Agent shall promptly notify each applicable the Term Lender Loan Lenders thereof. Each Term Loan Lender will make the amount of its applicable Commitment pro rata share of each borrowing of Term Loans available to the Administrative Agent for the account of the Borrower at the applicable Funding Office office of the Agent specified in subsection 12.2 prior to 10:30 a.m.10:00 A.M., New York City time, on the Borrowing Closing Date in respect of such Commitments requested by such Borrower Dollars and in funds immediately available to the Administrative Agent. The Agent shall, by 12:00 noon, New York City time, on the Closing Date credit the account of the Borrower on the books of such office of the Agent or such other account as specified by the Borrower with the aggregate of the amounts made available to the Agent by the Term Loan Lenders and in like funds as received by the Agent.

Procedure for Term Loan Borrowing. To The Borrower may borrow Initial under the Term Loans Loan Commitments on the Closing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time one Business Day prior to on the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case requested Borrowing Date (which, for the avoidance of doubt, will be the Closing Date), (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts amount of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Each The borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $5,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower, each Lender will make an amount equal to its Term Loan Commitment Percentage of the principal amount of its applicable Commitment the Term Loans requested to be made on such Borrowing Date available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior office of the Administrative Agent specified in writing by the Administrative Agent to 10:30 a.m., New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower Lenders in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To The Borrower may borrow Initial under the Term Loans Loan Commitments on the Closing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon, 11:00 A.M. (New York City time, ) at least (a) three Business Days prior to the requested Borrowing Closing Date, in if all or any part of the case of requested Term Loans are to be initially Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Closing Date, in the case of ABR Loansotherwise), specifying in each case (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case requested Closing 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 amount of each such Type of Loan and the respective lengths length of the initial Interest Period Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Bank. Not later than 12:00 Noon (New York time) on the Closing Date each Term Lender thereof. Each Lender will Loan Bank shall make an amount equal to its Term Loan Commitment Percentage of the principal amount of its applicable Commitment the Term Loans requested to be made on Closing Date available to the Administrative Agent for at its office specified in subsection 12.2 in U.S. Dollars and in immediately available funds. The Administrative Agent shall on such date credit the account of the Borrower at the applicable Funding Office prior to 10:30 a.m., New York City time, on the Borrowing Date in respect books of such Commitments requested by such Borrower in funds immediately office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Banks and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To The Borrower may --------------------------------- irrevocably request to borrow Initial under (a) the 364-Day Term Loans Loan Commitments on the Closing DateEffective 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, the Borrower shall give by delivering a ------------- Borrowing Request to the Administrative Agent irrevocable notice by submitting on a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to Business Day on or before 12:00 Noon, New York City time, (ax) on not less than three Business Days prior to Days' notice in the requested Borrowing Datecase of LIBO Rate Loans, or (y) on the same Business Day, in the case of Eurodollar Base Rate Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type type of Initial Term Loans to be borrowed, (ii) the requested Borrowing Date and (iiiii) in the case of Eurodollar LIBO Rate Loans, the respective amounts of each such Type type of Loan and the respective lengths of the initial Interest Period Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 5,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole an integral multiple of $1,000,000 in excess thereofthereof or, in the case of Construction Term Loans, the unused amount of the Construction Term Loan Commitment Amount. Upon receipt of any Borrowing Request such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.On or before 2:00 P.M., New York City time, on the Borrowing Date Business Day such Term Loans are to be made, each Lender shall deposit with the Administrative Agent Same Day Funds in respect an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made 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 Commitments requested by such Borrower in funds immediately available to the Administrative AgentBorrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Procedure for Term Loan Borrowing. To The Company may --------------------------------- borrow Initial the Term Loans on the Closing Date, provided that the Borrower Company shall give -------- the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Closing Date, in if all or any part of the case of requested Term Loans are to be initially Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Closing Date, in the case of ABR Loansotherwise), specifying in each case (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case requested Closing 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 amount of each such Type of Loan and the respective lengths length of the initial Interest Period Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.Not later than 11:00 A.M., New York City time, on the Closing Date each Term Loan Lender shall make the amount of the Term Loans to be made by it on such Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent at its New York office specified in Section 13.02 in Dollars and in immediately available funds. The Administrative Agent shall on such date credit 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 Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The Borrower shall give the --------------------------------- Administrative Agent its irrevocable notice by submitting a Notice of Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon1:00 P.M., New York City time, (a) three Business Days prior to the requested Term Loan Borrowing Date, in if all or any part of the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing requested Term Loans are to be made on the Closing Date, initially Eurodollar Loans or (b) one Business Day prior to the requested Term Loan Borrowing Date, in otherwise) requesting that the case of ABR Loans), Term Loan Lenders make the Term Loans on the Term Loan Borrowing Date and specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case 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 respective amounts amount of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrowersuch Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Term Loan Lender will make the amount of its applicable Commitment pro rata share of the Term Loans available to the Administrative Agent for the account of the Borrower at the applicable Funding Office office of the Administrative Agent specified in subsection 11.3 prior to 10:30 a.m.11:00 A.M., New York City time, on the Term Loan Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent. Such Term Loans will then be made available to the Borrower by the Administrative Agent transferring to the account directed by the Borrower (which account need not be maintained by the Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar EurodollarTerm Benchmark Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m., New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent.. 2.3

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, (ii) the requested Borrowing Date and (iiiii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. The Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the Syndication Date. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Term Loan Lender will make the amount of its applicable Commitment PRO RATA share of each borrowing available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.12:00 Noon, New York City time, on the Borrowing Date in respect of such Commitments requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.12:00 Noon, New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the The Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, if all or any part of the Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loansotherwise), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case of requested Borrowing Date, (iii) whether the Term Loans are to be initially Eurodollar Loans, ABR Loans or a combination thereof, and (iv) if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts amount of each such Type of Loan and the respective lengths length of the initial Interest Period Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof (or, if the then available Term Loan Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000, 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, such notice the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Term Loan Lender will make the amount of its applicable Commitment pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the applicable Funding Office office of the Administrative Agent specified in subsection 11.2 prior to 10:30 a.m.1:00 P.M., New York City time, on the Borrowing Date in respect of such Commitments requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar EurodollarTerm Benchmark Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar EurodollarTerm Benchmark Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case of Eurodollar EurodollarTerm Benchmark Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Term Benchmark Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m., New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent.

Procedure for Term Loan Borrowing. To The Company may borrow Initial under the Term Loans Loan Commitments on the Closing Date, PROVIDED that the Borrower Company shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon, 11:00 A.M. (New York City time, ) at least (a) three Business Days prior to the requested Borrowing Closing Date, in if all or any part of the case of requested Term Loans are to be initially Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Closing Date, in the case of ABR Loansotherwise), specifying in each case (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case requested Closing 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 respective amounts amount of each such Type of Loan and the respective lengths length of the initial Interest Period Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each applicable Term Loan Lender. Not later than 12:00 Noon (New York time) on the Closing Date each Term Loan Lender thereof. Each Lender will shall make an amount equal to its Term Loan Commitment Percentage of the principal amount of its applicable Commitment the Term Loans requested to be made on Closing Date available to the Administrative Agent for at its office specified in subsection 14.2 in U.S. Dollars and in immediately available funds. The Administrative Agent shall on such date credit the account of the Borrower at the applicable Funding Office prior to 10:30 a.m., New York City time, Company on the Borrowing Date in respect books of such Commitments requested by such Borrower in funds immediately office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To The Company may borrow Initial under the Term Loans on during the Closing DateTerm Loan Commitment Period, provided that the Borrower -41- 48 Company shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Term Loans are to be initially Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loansotherwise), specifying in each case (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case 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 amount of each such Type of Loan and the respective lengths length of the initial Interest Period Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.Not later than 11:00 A.M., New York City time, on the each requested Borrowing Date in respect each Term Loan Lender shall make the amount of the Term Loans to be made by it on such Commitments requested by such Borrower in funds immediately Borrowing Date available to the Administrative Agent at its New York office specified in Section 14.02 in U.S. Dollars and in immediately available funds. The Administrative Agent shall on such date credit 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 Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. To borrow Initial Term Loans on the Closing Date, the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing to be made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 10:30 a.m.12:00 Noon, New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent.. 2.3

Procedure for Term Loan Borrowing. To The Parent Borrowers may borrow Initial under the Term Loans Commitments during the Term Commitment Period on the Closing Date and on the Second Drawdown Date, provided that the Borrower Parent Borrowers shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request notice must be received by the Administrative Agent prior to 12:00 Noon8:30 A.M., New York City San Francisco time, (a) three Business Banking Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar Loans; provided, that such notice may be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a Eurodollar Borrowing requested Term Loans are to be made on the Closing Date, initially Eurodollar Loans or (b) one Business Banking Day prior to the requested Borrowing Date, in the case of ABR Loansotherwise), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the case 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 Period Periods therefor. Each borrowing under the Term Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $5,000,000, 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 Term Commitments prior to the consummation of the Company Merger. Upon receipt of any Borrowing Request such notice from the BorrowerParent Borrowers, the Administrative Agent shall promptly notify each applicable Term Lender 34 28 thereof. Each Term Lender will make the amount of its applicable Commitment pro rata share of the Term Loans available to the Administrative Agent for the account of the Borrower Parent Borrowers at the applicable Funding Administrative Agent's Payment Office prior to 10:30 a.m.10:00 A.M., New York City San Francisco time, on the Borrowing Closing Date or the Second Drawdown Date, as the case may be, in respect of such Commitments requested by such Borrower Dollars and in funds immediately available to the Administrative Agent. The Administrative Agent shall 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 Term Lenders and in like funds as received by the Administrative Agent.