Common use of Procedure for Term Loan Borrowing Clause in Contracts

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

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time), and shall be irrevocable after funding(a) on (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans (and accompanied by a funding indemnity letter in form and substance reasonably acceptable to the Initial Term Loans, Administrative Agent) and (b) the Closing date of the proposed Borrowing Date, (ii) in the case of ABR Loans requesting that the Tranche B Refinancing U.S. Term Loans, A Lenders make the First Incremental Amendment U.S. Term A Loans on the Restatement Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable U.S. Term A Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Restatement Effective Date (in the case of the Tranche B Refinancing each U.S. Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately A Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the U.S. Term A Loan or U.S. Term A Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term A Lenders and in like funds as immediately available funds. (b) The Canadian Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative AgentAgent prior to 12:00 Noon, New York City time), (a) three Business Days prior to the requested Borrowing Date, in the case of CDOR Loans and (b) the date of the proposed Borrowing Date, in the case of Canadian Prime Rate Loans requesting that the Canadian Term A Lenders make the Canadian Term A Loans on the Restatement Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Canadian Term A Lender thereof. Not later than 12:00 Noon, New York City time, on the Restatement Effective Date each Canadian Term A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Canadian Term A Loan or Canadian Term A Loans to be made by such Lender. The Administrative Agent shall credit the account of the Canadian 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 Canadian Term A Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Closing Date and shall specifying the amount to be irrevocable after funding) on borrowed and whether the Term Loans will initially be LIBO Loans or Prime Rate Loans (i) in the case of the Initial Term and, if LIBO Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Interest Period for such Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed). Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately each Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in Section 2.09, Section 2.10 and Section 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in like funds as received accordance with this Section 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this Section 2.03 and the provisions of Section 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 69 Effective Date each Additional Term B-56 Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B-56 Loan to be made by such Additional Term B-56 Lender pursuant to its Additional Term B-56 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-56 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental anticipated Amendment No. 5 Effective Date, (iii) in requesting that the case of New Term Lenders make the Tranche B Initial New Term Loans, Loans on the First Incremental Amendment Closing No. 5 Effective Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (Amendment No. 5 Effective Date, each applicable Term Lender shall make available to the Administrative Agent at the Funding Office an amount in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately available funds equal to the New Term Loan or New Term Loans to be made by such Lender. The Administrative Agent shall make the proceeds of such New Term Loan or New Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to a bank account designated in writing by the Borrower to the Administrative Agent. The Administrative Agent For all purposes hereof the Existing Initial Term Loans shall on such date credit constitute Refinanced Term Loans and the account New Term Loans shall constitute Replacement Term Loans. After the Amendment No. 5 Effective Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the Borrower on other, and each continuation of Eurodollar Rate Loans shall be made upon the books of Borrower’s irrevocable notice to the Administrative Agent with the aggregate of the amounts made available Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent by the Lenders and in like funds as of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative AgentAgent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) one (1) Business Day prior to the requested date of any borrowing of Base Rate Loans.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Second Restatement Date) requesting that the U.S. Term Lenders make U.S. Term Loans on the Closing Second Restatement Date (in and specifying the case amount to be borrowed. Upon receipt of such notice the Initial Administrative Agent shall promptly notify each U.S. Term Loans)Lender thereof. Not later than 1:00 P.M., New York City time, on the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Second Restatement Date, each U.S. Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the U.S. Term Loan or U.S. Term Loans to be made by such U.S. Term Lender. The Administrative Agent shall on such date credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term Lenders in immediately available funds or in accordance with Section 2.1 (b). (b) The Canadian Borrower shall give the Administrative Agent and in like funds as the Canadian Administrative Agent irrevocable notice (which notice must be received by the Administrative AgentAgent and the Canadian Administrative Agent prior to 10:00 A.M., Toronto time, one Business Day prior to the anticipated Second Restatement Date) requesting that the Canadian Term Lenders make Canadian Term Loans on the Second Restatement Date and specifying the amount to be borrowed. Upon receipt of such notice the Canadian Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, Toronto time, on the Second Restatement Date each Canadian Term Lender shall make available to the Canadian Administrative Agent at the Canadian Payment Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the Canadian Term Loan or Canadian Term Loans to be made by such Lender. The Canadian Administrative Agent shall credit the account of the Canadian Borrower on the books of such office of the Canadian Administrative Agent with the aggregate of the amounts made available to the Canadian Administrative Agent by the Canadian Term Lenders in immediately available funds or in accordance with Section 2.1(b). (c) On the Second Restatement Date, Interest Periods with respect to the Term Loans shall be as follows: (i) U.S. Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing U.S. Term Loans then outstanding as Eurodollar Loans (such U.S. Term Loans to correspond in amount to Existing U.S. Term Loans of a given interest period), (ii) Canadian Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing Canadian Term Loans then outstanding as Eurodollar Loans (such Canadian Term Loans to correspond in amount to Existing Canadian Term Loans of a given interest period), (iii) Interest Periods for the U.S. Term Loans described in clause (i) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing U.S. Term Loans described in clause (i) above, and the Eurodollar Rates applicable to such U.S. Term Loans during such Interest Periods shall be the same as those applicable to such Existing U.S. Term Loans, (iv) Interest Periods for the Canadian Term Loans described in clause (ii) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing Canadian Term Loans described in clause (ii) above, and the Eurodollar Rates applicable to such Canadian Term Loans during such Interest Periods shall be the same as those applicable to such Existing Canadian Term Loans, (v) U.S. Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing U.S. Term Loans then outstanding as Base Rate Loans, and (vi) Canadian Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing Canadian Term Loans then outstanding as Base Rate Loans. No Borrower will be required to make any payments under Section 4.11 of the First Restated Credit Agreement to Existing U.S. Term Lenders that become U.S. Term Lenders or to Existing Canadian Term Lenders that become Canadian Term Lenders in connection with the exchange of their Existing U.S. Term Loans for U.S. Term Loans or their Existing Canadian Term Loans for Canadian Term Loans, as applicable, in each case, except to the extent that (i) any U.S. Term Lender’s U.S. Term Loans are less than such U.S. Term Lender’s Existing U.S. Term Loans (such amount, a “Non-Renewed U.S. Term Loan”) or (ii) any Canadian Term Lender’s Canadian Term Loans are less than such Canadian Term Lender’s Existing Canadian Term Loans (such amount, a “Non-Renewed Canadian Term Loan”), in which case the applicable Borrower shall be required to make payments under Section 4.11 of the First Restated Credit Agreement to each applicable U.S. Term Lender based on the amount of such U.S. Term Lender’s Non-Renewed U.S. Term Loan and to each applicable Canadian Term Lender based on the amount of such Canadian Lender’s Non-Renewed Canadian Term Loan. (d) On the Amendment 1 Effective Date, Interest Periods with respect to the U.S. Term B Loans and Canadian Term B Loans shall be as follows: (i) U.S. Term B Loans shall be deemed made as Eurodollar Loans in an amount equal to the amount of the U.S. Term Loans converted pursuant to Section 2.1(c) that were outstanding as Eurodollar Loans at the time of conversion (such U.S. Term B Loans to correspond in amount to U.S. Term Loans so converted of a given Interest Period), (ii) Canadian Term Loans shall be deemed made as Eurodollar Loans in an amount equal to the amount of the Canadian Term Loans converted pursuant to Section 2.1(c) that were outstanding as Eurodollar Loans at the time of conversion (such Canadian Term B Loans to correspond in amount to Canadian Term Loans so converted of a given Interest Period), (iii) Interest Periods for the U.S. Term B Loans described in clause (i) above shall end on the same dates as the Interest Periods applicable for the corresponding U.S. Term Loans described in clause (i) above, and the Eurodollar Rates applicable to such U.S. Term B Loans during such Interest Periods shall be the same as those applicable to the U.S. Term Loans so converted, (iv) Interest Periods for the Canadian Term Loans described in clause (ii) above shall end on the same dates as the Interest Periods applicable for the corresponding Canadian Term Loans described in clause (ii) above, and the Eurodollar Rates applicable to such Canadian Term B Loans during such Interest Periods shall be the same as those applicable to such Canadian Term Loans so converted, (v) U.S. Term Loans shall be deemed made as Base Rate Loans in amount equal to the amount of U.S. Term Loans converted pursuant to Section 2.1(c) that were outstanding as Base Rate Loans at the time of conversion, and (vi) Canadian Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Canadian Term Loans converted pursuant to Section 2.1(c) that were outstanding as Base Rate Loans at the time of conversion. No Borrower will be required to make any payments under Section 4.11 of this Agreement to Initial Extending Term Lenders as a result of the conversions pursuant to Section 2.1(c). (e) The procedures for the funding of Refinancing Term Loans shall be as set forth in the applicable Refinancing Term Loan Amendment.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Second Restatement Date) requesting that the U.S. Term Lenders make U.S. Term Loans on the Closing Second Restatement Date (in and specifying the case amount to be borrowed. Upon receipt of such notice the Initial Administrative Agent shall promptly notify each U.S. Term Loans)Lender thereof. Not later than 1:00 P.M., New York City time, on the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Second Restatement Date, each U.S. Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the U.S. Term Loan or U.S. Term Loans to be made by such U.S. Term Lender. The Administrative Agent shall on such date credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term Lenders in immediately available funds or in accordance with Section 2.1(b). (b) The Canadian Borrower shall give the Administrative Agent and in like funds as the Canadian Administrative Agent irrevocable notice (which notice must be received by the Administrative AgentAgent and the Canadian Administrative Agent prior to 10:00 A.M., Toronto time, one Business Day prior to the anticipated Second Restatement Date) requesting that the Canadian Term Lenders make Canadian Term Loans on the Second Restatement Date and specifying the amount to be borrowed. Upon receipt of such notice the Canadian Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, Toronto time, on the Second Restatement Date each Canadian Term Lender shall make available to the Canadian Administrative Agent at the Canadian Payment Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the Canadian Term Loan or Canadian Term Loans to be made by such Lender. The Canadian Administrative Agent shall credit the account of the Canadian Borrower on the books of such office of the Canadian Administrative Agent with the aggregate of the amounts made available to the Canadian Administrative Agent by the Canadian Term Lenders in immediately available funds or in accordance with Section 2.1(b). (c) On the Second Restatement Date, Interest Periods with respect to the Term Loans shall be as follows: (i) U.S. Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing U.S. Term Loans then outstanding as Eurodollar Loans (such U.S. Term Loans to correspond in amount to Existing U.S. Term Loans of a given interest period), (ii) Canadian Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing Canadian Term Loans then outstanding as Eurodollar Loans (such Canadian Term Loans to correspond in amount to Existing Canadian Term Loans of a given interest period), (iii) Interest Periods for the U.S. Term Loans described in clause (i) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing U.S. Term Loans described in clause (i) above, and the Eurodollar Rates applicable to such U.S. Term Loans during such Interest Periods shall be the same as those applicable to such Existing U.S. Term Loans, (iv) Interest Periods for the Canadian Term Loans described in clause (ii) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing Canadian Term Loans described in clause (ii) above, and the Eurodollar Rates applicable to such Canadian Term Loans during such Interest Periods shall be the same as those applicable to such Existing Canadian Term Loans, (v) U.S. Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing U.S. Term Loans then outstanding as Base Rate Loans, and (vi) Canadian Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing Canadian Term Loans then outstanding as Base Rate Loans. No Borrower will be required to make any payments under Section 4.11 of the First Restated Credit Agreement to Existing U.S. Term Lenders that become U.S. Term Lenders or to Existing Canadian Term Lenders that become Canadian Term Lenders in connection with the exchange of their Existing U.S. Term Loans for U.S. Term Loans or their Existing Canadian Term Loans for Canadian Term Loans, as applicable, in each case, except to the extent that (i) any U.S. Term Lender’s U.S. Term Loans are less than such U.S. Term Lender’s Existing U.S. Term Loans (such amount, a “Non-Renewed U.S. Term Loan”) or (ii) any Canadian Term Lender’s Canadian Term Loans are less than such Canadian Term Lender’s Existing Canadian Term Loans (such amount, a “Non-Renewed Canadian Term Loan”), in which case the applicable Borrower shall be required to make payments under Section 4.11 of the First Restated Credit Agreement to each applicable U.S. Term Lender based on the amount of such U.S. Term Lender’s Non-Renewed U.S. Term Loan and to each applicable Canadian Term Lender based on the amount of such Canadian Lender’s Non-Renewed Canadian Term Loan.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term B Loans on the Closing Date and shall specifying the amount to be irrevocable after funding) on borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (i) in the case of the Initial Term and, if LIBO Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Interest Period for such Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed). Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately each Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in like funds as received accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-1 Lenders in immediately available funds. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 3 Effective Date each Additional Term B-2 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-2 Loan to be made by such Additional Term B-2 Lender pursuant to its Additional Term B-2 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-2 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower (a) ASC shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial each Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan(s) to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower ASC on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as immediately available funds. (b) ASC shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative AgentAgent prior to 10:00 A.M., New York City time, one Business Day prior to the Supplemental Term Loan Date) requesting that the Supplemental Term Lenders make the Supplemental Term Loan on the Supplemental Term Loan Date, certifying that a Swap Event of Default has occurred and the Supplemental Term Loan Amount and including a copy of the written notice of the occurrence of such Swap Event of Default from the counterparty thereto and of such counterparty's election to exercise remedies. Upon receipt of such notice the Administrative Agent shall promptly notify each Supplemental Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Supplemental Term Loan Date each Supplemental Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Supplemental Term Loan to be made by such Lender. The Administrative Agent shall credit the account of ASC on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Supplemental Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term B Loans on the Closing Date and shall specifying the amount to be irrevocable after funding) on borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (i) in the case of the Initial Term and, if LIBO Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Interest Period for such Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed). Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately each Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in like funds as received accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Administrative AgentBorrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice in the form of Exhibit E (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, and shall be irrevocable after funding(a) on (i) three Business Days prior to the requested Borrowing Date, in the case of the Initial Term Eurodollar Loans, or (b) one Business Day prior to the Closing requested Borrowing Date, (ii) in the case of ABR Loans) requesting that the Tranche B Refinancing Term LoansLenders make the Term Loans on the Funding Date, specifying the amount to be borrowed, the First Incremental Amendment Effective Daterequested Borrowing Date and whether such Term Loan shall be Eurodollar Loans or ABR Loans and, (iii) in the case of the Tranche B Initial Term Eurodollar Loans, the First Incremental Amendment Closing Date and (iv) in initial Interest Period applicable thereto, which shall be a period contemplated by the case definition of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed“Interest Period”. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 Not later than 11:00 A.M., New York City time, on the Closing Funding Date (in the case of the Initial each Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in Dollars in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. If no election as to the Type of Term Loan is specified, then the requested Term Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Tranche, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a borrowing request in the form of Exhibit E and in like funds as received accordance with this Section, the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such Term Lender’s Term Loan to be made. Each Term Loan shall be made by the Administrative AgentTerm Lenders ratably in accordance with their applicable Term Commitments; provided that the failure of any Term Lender to make its Term Loan shall not in itself relieve any other Term Lender of its obligation to lend hereunder (it being understood, however, that no Term Lender shall be responsible for the failure of any other Term Lender to make any Term Loan required to be made by such other Term Lender). ABR Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Eurodollar Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Subject to Sections 2.16 and 2.18, each Eurodollar Tranche shall be comprised entirely of Eurodollar Loans as Borrower may request in accordance herewith. Each Term Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Term Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of Term Loans of more than one Type may be outstanding at the same time, subject to Section 2.13. For purposes of the foregoing, Eurodollar Tranches having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate borrowings. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Tranche if the Interest Period requested with respect thereto would end after the Term Loan Maturity Date.

Procedure for Term Loan Borrowing. The Parent Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.(a) 12:30 P.M., New York City time, at least three Business Days prior to the Effective Date, if all or any part of the Term Loans are to be initially Eurocurrency Loans made in Dollars, (b) 11:00 A.M., London time, at least three Business Days prior to the Effective Date, if any part of the Tranche A Term Loans are to be initially Eurocurrency Loans made in any Designated Foreign Currency or (c) 12:30 P.M., New York City time, at least one Business Day prior to the Effective Date, otherwise) requesting that the Term Loan Lenders make the Term Loans on the Effective Date and shall be irrevocable after funding) on specifying (i) in the case of the Initial Term Loans, the Closing Dateamount to be borrowed, (ii) in whether the case of Term Loans are to be initially Eurocurrency Loans, ABR Loans or a combination thereof, and (iii) if the Tranche B Refinancing Term Loans are to be entirely or partly Eurocurrency Loans, the First Incremental Amendment Effective Date, (iii) in respective amounts of each such Type of Loan and the case respective lengths of the initial Interest Periods therefor and, if the Eurocurrency Loans in respect of any part of the borrowing of Tranche B Initial A Term LoansLoans are to be made entirely or partly in any Designated Foreign Currency, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowedDesignated Foreign Currency thereof. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment Lender will make the amount of its pro rata share of the Initial Term Loan Commitments Loans available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case Agent for the account of the Parent Borrower at the office of the Administrative Agent specified in Section subsection 11.2 prior to 10:00 A.M., New York City time, or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Term Loan Lender and the Parent Borrower reasonably in advance of the Effective Date with respect thereto, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) Dollars or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Parent Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice in the form of Exhibit E (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, and shall be irrevocable after funding(a) on (i) three Business Days prior to the requested Borrowing Date, in the case of the Initial Term Eurodollar Loans, or (b) one Business Day prior to the Closing requested Borrowing Date, (ii) in the case of ABR Loans) requesting that the Tranche B Refinancing Term LoansLenders make the Term Loans on the Funding Date, specifying the amount to be borrowed, the First Incremental Amendment Effective Daterequested Borrowing Date and whether such Term Loan shall be Eurodollar Loans or ABR Loans and, (iii) in the case of the Tranche B Initial Term Eurodollar Loans, the First Incremental Amendment Closing Date and (iv) in initial Interest Period applicable thereto, which shall be a period contemplated by the case definition of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed“Interest Period”. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 Not later than 11:00 A.M., New York City time, on the Closing Funding Date (in the case of the Initial each Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. If no election as to the Type of Term Loan is specified, then the requested Term Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Tranche, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a borrowing request in the form of Exhibit E and in like funds as received accordance with this Section, the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such Term Lender’s Term Loan to be made. Each Term Loan shall be made by the Administrative AgentTerm Lenders ratably in accordance with their applicable Term Commitments; provided that the failure of any Term Lender to make its Term Loan shall not in itself relieve any other Term Lender of its obligation to lend hereunder (it being understood, however, that no Term Lender shall be responsible for the failure of any other Term Lender to make any Term Loan required to be made by such other Term Lender). ABR Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Eurodollar Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Subject to Sections 2.16 and 2.18, each Eurodollar Tranche shall be comprised entirely of Eurodollar Loans as Borrower may request pursuant to Section 2.12. Each Term Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Term Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time, subject to Section 2.13. For purposes of the foregoing, Eurodollar Tranches having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Tranche if the Interest Period requested with respect thereto would end after the Maturity Date.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Tranche A-1 Term Loans and the Tranche B Term Loans on the Closing Date (in and specifying the case of amount to be borrowed. The Term Loans made on the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in shall initially be ABR Loans. Upon receipt of such notice the case of Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw each Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as immediately available funds. (b) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative AgentAgent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Second Amendment Effective Date) requesting that the Term Lenders make the Tranche A-2 Term Loans on the Second Amendment Effective Date and specifying the amount to be borrowed. The Term Loans made on the Second Amendment Effective Date shall initially be ABR Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A-2 Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Second Amendment Effective Date each such Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche A-2 Term Loan or Tranche A-2 Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by such Term Lenders in immediately available funds. (c) The Incremental Term Loans shall be borrowed in accordance with Section 2.24.

Procedure for Term Loan Borrowing. (a) The Initial US Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time, and shall be irrevocable after funding) on (i) in the case day of the Initial Term Loans, the anticipated Closing Date, (ii) in requesting that the case of US Term Lenders make the Tranche B Refinancing US Term Loans, Loans on the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. The US Term Loans made on the Closing Date shall initially be ABR Loans. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable US Term Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 1:00 P.M., New York City time, on the Closing Date (in the case of the Initial each US Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the US Funding Office an amount in immediately available funds equal to the US Term Loan or US Term Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of designated in writing by the Initial US Borrower on the books of to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the US Term Lenders and in like funds as immediately available funds. (b) The CDN Borrower shall give the Canadian Administrative Agent irrevocable notice (which notice must be received by the Canadian Administrative AgentAgent prior to 12:00 Noon, New York City time, on the day of the anticipated Closing Date) requesting that the CDN Term Lenders make the CDN Term Loans on the Closing Date and specifying the amount to be borrowed. The CDN Term Loans made on the Closing Date shall initially be (i) in the case of C$ CDN Term Loans, CDN Prime Loans, and (ii) in the case of US$ CDN Term Loans, ABR Loans. Upon receipt of such notice the Canadian Administrative Agent shall promptly notify each CDN Term Lender thereof. Not later than 1:00 P.M., New York City time, on the Closing Date each CDN Term Lender shall make available to the Canadian Administrative Agent at the Canadian Funding Office an amount in immediately available funds equal to the CDN Term Loan or CDN Term Loans to be made by such Lender. The Canadian Administrative Agent shall credit the account designated in writing by the CDN Borrower to the Canadian Administrative Agent with the aggregate of the amounts made available to the Canadian Administrative Agent by the CDN Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The US Borrower shall have given deliver to the Administrative Agent notice a General Borrowing Notice (which notice General Borrowing Notice must have been be received by the Administrative Agent prior to 9:00 A.M.2:00 P.M., New York City time, and shall be irrevocable after fundingone Business Day prior to the anticipated Closing Date) on (i) in the case of requesting that the Initial US Term Loans, Loan Lenders make the Closing Date, (ii) in Initial US Term Loans on the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such noticeGeneral Borrowing Notice, the Administrative Agent shall promptly notify each applicable Initial US Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Date, each Initial US Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Loan Lender shall make available to the Administrative Agent at the Administrative Agent’s Funding Office an amount in Dollars and immediately available funds equal to the Initial US Term Loan or Initial US Term Loans to be made by such Lender. The Administrative Agent shall on such date credit make available to the account of the US Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Initial US Term Loan Lenders, in like funds as received by the Administrative Agent. (b) The Canadian Borrower shall deliver to the Canadian Agent an Alternate Currency Facilities Borrowing Notice (which Alternate Currency Facilities Borrowing Notice must be received by the Canadian Agent prior to 2:00 P.M., Toronto time, one Business Day prior to the anticipated Closing Date) requesting that the Canadian Term Loan Lenders make the Canadian Term Loans on the Closing Date and specifying the amount (in Canadian Dollars) to be borrowed and whether such Canadian Term Loans shall be incurred as BA Loans (and/or BA Equivalent Loans) or Canadian Prime Rate Loans; provided that Canadian Term Loans to be incurred as BA Loans and/or BA Equivalent Loans at any time prior to the 30th Business Day following the Closing Date shall be subject to an Interest Period of one-week. Upon receipt of such Alternate Currency Facilities Borrowing Notice, the Canadian Agent shall promptly notify each Canadian Term Loan Lender thereof. Not later than 12:00 Noon, Toronto time, on the Closing Date, each Canadian Term Loan Lender shall make available to the Canadian Agent at the Canadian Agent’s Funding Office an amount in Canadian Dollars and immediately available funds equal to the Canadian Term Loan or Canadian Term Loans to be made by such Lender. The Canadian Agent shall make available to the Canadian Borrower the aggregate of the amounts made available to the Canadian Agent by the Canadian Term Loan Lenders, in like funds as received by the Canadian Agent.

Procedure for Term Loan Borrowing. (a) The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Closing Date and shall specifying the amount to be irrevocable after funding) on borrowed and whether the Term Loans will initially be LIBOTerm Benchmark Loans or Prime Rate Loans (i) in the case of the Initial Term and, if LIBOTerm Benchmark Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Interest Period for such Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed). Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately each Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in Section 2.09, Section 2.10 and Section 2.11, Term Loans shall be either Prime Rate Loans or LIBOTerm Benchmark Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in like funds as received accordance with this Section 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this Section 2.03 and the provisions of Section 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBOTerm Benchmark Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 9 Effective Date each Additional Term B-6 Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term B-6 Loan to be made by such Additional Term B-6 Lender pursuant to its Additional Term B-6 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-6 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M., New York City time, and shall be irrevocable after funding) on (i) in the case of the Initial Term Loans, the Closing Date, (ii) in the case of the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M., New York City time, on the Closing anticipated Funding Date) requesting that the Term Lenders make the Term Loans on the Funding Date (and specifying the amount to be borrowed, whether such Term Loan shall be Eurodollar Loans or ABR Loans and, in the case of the Initial Term Eurodollar Loans), the First Incremental Amendment Effective initial Interest Period applicable thereto, which shall be a period contemplated by the definition of “Interest Period”. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 11:00 A.M., New York City time, on the Funding Date (in the case of the Tranche B Refinancing each Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. If no election as to the Type of Term Loan is specified, then the requested Term Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Tranche, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a borrowing request in accordance with this Section, the Administrative Agent shall advise each Term Lender of the details thereof and in like funds as received of the amount of such Term Lender’s Term Loan to be made. Each Term Loan shall be made by the Administrative AgentTerm Lenders ratably in accordance with their applicable Term Commitments; provided that the failure of any Term Lender to make its Term Loan shall not in itself relieve any other Term Lender of its obligation to lend hereunder (it being understood, however, that no Term Lender shall be responsible for the failure of any other Term Lender to make any Term Loan required to be made by such other Term Lender). ABR Loans comprising any Term Loan shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Term Commitments. Eurodollar Loans comprising any Term Loan shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Term Commitments. Subject to Sections 2.16 and 2.18, each Eurodollar Tranche shall be comprised entirely of Eurodollar Loans as Borrower may request pursuant to Section 2.12. Each Term Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Term Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time, subject to Section 2.13. For purposes of the foregoing, Eurodollar Tranches having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Tranche if the Interest Period requested with respect thereto would end after the Term Loan Maturity Date.

Procedure for Term Loan Borrowing. The Parent Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 10:00 A.M., New York City time, and shall be irrevocable after funding) at least one Business Day prior to the anticipated Closing Date requesting that the applicable Term B Lenders make the Closing Date Term B Loans on (i) in the case of the Initial Term Loans, the Closing Date) and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term B Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each applicable Term B Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date Term B Loan to be made by such Lender. The Parent Borrower shall give the Administrative Agent irrevocable notice (ii) in which notice must be received by the case of Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the Tranche B Refinancing Term Loans, the First Incremental anticipated Second Amendment Effective Date, (iii) in requesting that the case of applicable Term B Lenders make the Tranche Second Amendment Term B Initial Term Loans, Loans on the First Incremental Second Amendment Closing Effective Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Second Amendment Term B Lender thereof. Each Not later than 12:00 Noon, New York City time, on the Second Amendment Effective Date each Second Amendment Term B Lender (i) having an Initial Term Loan Commitment will shall make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make Agent at the Funding Office an amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments in immediately available funds equal to the Administrative Agent, (iii) having a Tranche Second Amendment Term B Initial Loan to be made by such Second Amendment Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Lender. The Parent Borrower at the office of shall give the Administrative Agent specified in Section 11.2 irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, on at least one Business Day prior to the Closing Date (in the case of the Initial Term Loans), the First Incremental anticipated Sixth Amendment Effective Date (or such later time as the Administrative Agent may agree in its sole discretion)) requesting that the case applicable Sixth Amendment Term Lenders make the Sixth Amendment Term Loans on the Sixth Amendment Effective Date and specifying the amount to be borrowed. Upon receipt of the Tranche B Refinancing Term Loans)such notice, the First Incremental Administrative Agent shall promptly notify each applicable Sixth Amendment Closing Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Sixth Amendment Effective Date (or such later time as the Administrative Agent may agree in the case of the Tranche B Initial its sole discretion) each Sixth Amendment Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the Sixth Amendment Term Loan to be made by such Sixth Amendment Term Lender. The Administrative Agent shall on such date credit the account of the Parent Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term B Lenders and in like funds as received by the Administrative Agentimmediately available funds.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall have given give the Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.12:00 Noon, New York City time), and shall be irrevocable after funding(ai) on (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans (as defined in this Agreement prior to the Initial Term Loans, Second Amendment Effective Date) (and accompanied by a funding indemnity letter in form and substance reasonably acceptable to the Closing Administrative Agent) and (bii) the date of the proposed Borrowing Date, (ii) in the case of ABR Loans requesting that the Tranche B Refinancing U.S. Term Loans, A Lenders make the First Incremental Amendment U.S. Term A Loans on the Restatement Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (iv) in the case of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowed. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable U.S. Term A Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing Date (in the case of the Initial Term Loans), the First Incremental Amendment Restatement Effective Date (in the case of the Tranche B Refinancing each U.S. Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately A Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to the U.S. Term A Loan or U.S. Term A Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term A Lenders and in like funds as immediately available funds. (b) The Canadian Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative AgentAgent prior to 12:00 Noon, New York City time), (a) three Business Days prior to the requested Borrowing Date, in the case of CDOR Loans and (b) the date of the proposed Borrowing Date, in the case of Canadian Prime Rate Loans requesting that the Canadian Term A Lenders make the Canadian Term A Loans on the Restatement Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Canadian Term A Lender thereof. Not later than 12:00 Noon, New York City time, on the Restatement Effective Date each Canadian Term A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Canadian Term A Loan or Canadian Term A Loans to be made by such Lender. The Administrative Agent shall credit the account of the Canadian 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 Canadian Term A Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall have given give the --------------------------------- Administrative Agent irrevocable notice (which notice must have been be received by the Administrative Agent prior to 9:00 A.M.2:00 P.M., New York City time, one Business Day prior to the requested Borrowing Date) requesting that the Term Loan Lenders make the Term Loans on the requested Borrowing Date (which must be a Business Day) and specifying the amount to be borrowed; provided that the aggregate -------- amount of Tranche A Term Loans made by the Tranche A Term Loan Lenders after the Closing Date (after giving effect to the making of such requested Tranche A Term Loans) shall not exceed the Delayed Draw Commitment on the requested Borrowing Date. All Term Loans initially shall be made as ABR Loans and shall be irrevocable after funding) in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then unused Tranche A Term Loan Commitments of all Tranche A Term Loan Lenders aggregate less than $1,000,000, such lesser amount). Any Term Loans which are made on (i) in the case of the Initial Term Loans, the Closing Date, Date may not be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the earlier of (iia) in the case of date which is 60 days after the Tranche B Refinancing Term Loans, the First Incremental Amendment Effective Date, (iii) in the case of the Tranche B Initial Term Loans, the First Incremental Amendment Closing Date and (ivb) the date upon which the Administrative Agent determines (in good faith) that the case syndication of the Tranche B Delayed Draw Term Loans, the Tranche B Delayed Draw Closing Date, in each case, specifying the amount of the Initial Term Loans, Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans, as applicable, to be borrowedCommitments is complete. Upon receipt of such notice, notice the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Lender (i) having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, (ii) having a Tranche B Refinancing Term Loan Commitment will make the amount of its pro rata share of the Tranche B Refinancing Term Loan Commitments available to the Administrative Agent, (iii) having a Tranche B Initial Term Loan Commitment will make the amount of its pro rata share of the Tranche B Initial Term Loan Commitments available to the Administrative Agent, or (iv) having a Tranche B Delayed Draw Commitment will make the amount of its pro rata share of the Tranche B Delayed Draw Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 10:00 A.M.Not later than 12:00 Noon, New York City time, on the Closing requested Borrowing Date (in the case of the Initial each Term Loans), the First Incremental Amendment Effective Date (in the case of the Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of the Tranche B Initial Term Loans) or the Tranche B Delayed Draw Closing Date (in the case of the Tranche B Delayed Draw Term Loans) in funds immediately Loan Lender shall make available to the Administrative AgentAgent at its office specified in Section 10.2 an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agentimmediately available funds.