Common use of Procedure for Term Loan Borrowings Clause in Contracts

Procedure for Term Loan Borrowings. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the Closing Date) requesting that the Term Lenders make the Closing Date Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each applicable Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date Term Loans to be made by such Lender. The Administrative Agent shall make the proceeds of such Closing Date Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing by the Borrower to the Administrative Agent. After the Closing Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to Term Loan Borrowings on the Closing Date, each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Term Loans or of any conversion of Eurocurrency Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR Loans.

Procedure for Term Loan Borrowings. The To borrow Term Loans on the Fifth Amendment and Restatement Effective Date or Delayed Draw Borrowing Date, as applicable, the Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by (a) in the Administrative Agent case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days prior to 12:00 Noonthe applicable date or (b) in the case of an ABR Borrowing, not later 11:00 a.m., New York City time, one Business Day prior to the Closing Dateapplicable date) requesting that the Effective Date Term Lenders make the Closing Effective Date Term Loans on the Closing Fifth Amendment and Restatement Effective Date or the Delayed Draw Term Lenders make the Delayed Draw Term Loans on the Delayed Draw Borrowing Date, as applicable, and specifying the amount to be borrowedborrowed and, except in the case of ABR Borrowing of Term Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term Interest Period. Upon receipt of such notice Borrowing Request the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 12:00 Noon10:00 a.m., New York City time, time on the Closing Fifth Amendment and Restatement Effective Date or Delayed Draw Borrowing Date, as applicable, each applicable Term Lender shall make available to the Administrative Agent at the applicable Funding Office an amount in immediately available funds equal to the Closing Date Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall make credit the proceeds account of the applicable Borrower on the books of such Closing Date Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing by the Borrower to office of the Administrative Agent. After Agent with the Closing Date, each borrowing aggregate of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be amounts made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery available to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to Term Loan Borrowings on the Closing Date, each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Term Loans or of any conversion of Eurocurrency Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR LoansLenders in immediately available funds.

Procedure for Term Loan Borrowings. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the Closing Date) requesting that the Term Lenders make the Closing Date Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each applicable Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date Term Loans to be made by such Lender. The Administrative Agent shall make the proceeds of such Closing Date Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing by the Borrower to the Administrative Agent. After the Closing Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency EurocurrencySOFR Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to Term Loan Borrowings on the Closing Date, each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency EurocurrencySOFR Term Loans or of any conversion of Eurocurrency EurocurrencySOFR Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR Loans.

Procedure for Term Loan Borrowings. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to on the Closing Date) requesting that the Term Lenders make the Closing Date Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each applicable Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date Term Loans to be made by such Lender. The Administrative Agent shall make the proceeds of such Closing Date Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as a bank account designated in writing by the Borrower to the Administrative Agent. After the Closing Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (aA) telephone, or (bB) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given immediately by delivery to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to Term Loan Borrowings on the Closing Date, each Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Term Eurodollar Loans or of any conversion of Eurocurrency Term Eurodollar Loans to ABR Base Rate Loans, and (ii) no later than 12:00 Noon, New York City time, on one (1) Business Day prior to the requested date of any borrowing or continuation of ABR Base Rate Loans.

Procedure for Term Loan Borrowings. The To borrow Term Loans on the Fourth Amendment and Restatement Effective Date, the Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by (a) in the Administrative Agent case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days prior to 12:00 Noonthe Fourth Amendment and Restatement Effective Date or (b) in the case of an ABR Borrowing, not later 11:00 a.m., New York City time, one Business Day prior to the Closing Fourth Amendment and Restatement Effective Date) requesting that the Euro Term Lenders and USD Term Lenders make the Closing Date Euro Term Loans and USD Term Loans, respectively, on the Closing Fourth Amendment and Restatement Effective Date and specifying the amount to be borrowedborrowed and, except in the case of ABR Borrowing of USD Term Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term Interest Period. Upon receipt of such notice Borrowing Request the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 12:00 Noon10:00 a.m., New York City time, and 10:00 a.m. London time in case of Euro Term Loans on the Closing Date, Fourth Amendment and Restatement Effective Date each applicable Euro Term Lender and USD Term Lender shall make available to the Administrative Agent at the applicable Funding Office an amount in immediately available funds equal to the Closing Date Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall make credit the proceeds account of the applicable Borrower on the books of such Closing Date Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing by the Borrower to office of the Administrative Agent. After Agent with the Closing Date, each borrowing aggregate of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be amounts made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery available to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to Term Loan Borrowings on the Closing Date, each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Term Loans or of any conversion of Eurocurrency Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR LoansLenders in immediately available funds.

Procedure for Term Loan Borrowings. The Borrower may borrow proceeds of the Term Loans until the Term Loan Commitment Expiration Date; provided that the Borrower shall give deliver to the Administrative Agent irrevocable an irrevocable, written, fully completed notice substantially in the form attached hereto as Exhibit H (a “Term Loan Request”) executed by an Authorized Officer of the Borrower (which notice Term Loan Request must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one 11:00 a.m. Eastern Time) five (5) Business Day Days (or such later date as the Administrative Agent shall agree in its sole discretion) prior to the Closing Date) requesting that requested Borrowing Date (or in the case of any Term Lenders make the Closing Date Term Loans Loan Borrowing to be made on the Closing Date and specifying Date, one (1) Business Day before the Closing Date). Each Term Loan Request shall specify: (i) the aggregate amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be a LIBOR Borrowing, an Adjusted Base Rate Borrowing, or a combination thereof, (iv) with respect to any Term Loan made on the Closing Date, whether any portion the borrowing is to be used for Working Capital Purposes, (v) the Identified Speedway Sites to be purchased therewith (or with respect to which a Purchase Price Distribution is to be made), and (v) if the borrowing is to be entirely or partly a LIBOR Borrowing, the information required to be specified in the election described in Section 2.05.2(a) of this Agreement. Upon The Term Loan Requests may be delivered to the Administrative Agent via facsimile or by other electronic transmission, it being agreed that the Administrative Agent may rely on the authority of the Person making any such request without receipt of such notice the any other confirmation. The Administrative Agent shall promptly notify each applicable Term Lender of the Administrative Agent’s receipt of each notice and the contents thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each applicable Term Each Lender shall make the amount of its pro rata share (calculated in accordance with its respective Term Loan Commitment Percentage) of each requested borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office an amount in immediately available funds equal to offices of the Closing Date Term Loans to be made by such Lender. The Administrative Agent shall make specified in this Agreement prior to 1:00 pm (Eastern Time) on the proceeds of such Closing Date Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing requested by the Borrower in U.S. Dollars and in funds immediately available to the Administrative Agent. After the Closing Date, each Such borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall will be made upon available thereafter by the Borrower’s irrevocable notice to Administrative Agent crediting the Commercial Account (or such other account 106 as may be agreed between the Borrower and the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on with the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery aggregate of the amounts made available to the Administrative Agent of a Committed Loan Notice. Other than by the Lenders and in like funds as set forth above with respect to Term Loan Borrowings on the Closing Date, each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Term Loans or of any conversion of Eurocurrency Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR LoansAgent.

Procedure for Term Loan Borrowings. (a) The Borrower Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Additional Tranche A Term Loan Lenders make the Additional Tranche A Team Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Additional Tranche A Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Additional Tranche A Term Loan Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 10.2 an amount in immediately available funds equal to the Additional Tranche A Term Loan or Additional Tranche A Term Loans to be made by such Lender. The Administrative Agent shall credit to the account of the Company on the books of such office the aggregate of the amounts made available to the Administrative Agent by the Additional Tranche A Term Loam Lenders in immediately available funds. (b) The Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche C Term Loan Lenders make the Tranche C Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Tranche C Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each applicable Tranche C Term Loan Lender shall make available to the Administrative Agent at the Funding Office office of the Administrative Agent specified in subsection 10.2 an amount in immediately available funds equal to the Closing Date Tranche C Tern Loan or Tranche C Term Loans to be made by such Lender. The Administrative Agent shall make credit to the proceeds account of the Company on the books of such Closing Date Term Loans office the aggregate of the amounts made available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing by the Borrower to the Administrative Agent. After the Closing Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to by the Tranche C Term Loan Borrowings on the Closing Date, each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Term Loans or of any conversion of Eurocurrency Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR LoansLenders in immediately available funds.

Procedure for Term Loan Borrowings. (a) The UK Borrower shall give deliver to the Administrative Agent an irrevocable notice Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, at least one Business Day prior to the anticipated Closing Date) requesting that the UK Borrower Dollar Term Lenders make the Closing Date UK Borrower Dollar Term Loans on the Closing Date and specifying (i) the amount to be borrowed and (ii) instructions for remittance of the UK Borrower Dollar Term Loans to be borrowed. Upon receipt of such notice Notice of Borrowing from the UK Borrower, the Administrative Agent shall promptly notify each applicable UK Borrower Dollar Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each applicable UK Borrower Dollar Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date UK Borrower Dollar Term Loans Loan to be made by such LenderLender on the Closing Date. The Administrative Agent shall make the proceeds Such borrowings of such Closing Date UK Borrower Dollar Term Loans will then be made available to the UK Borrower on by the Administrative Agent crediting such Borrowing Date by wire transfer in immediately available funds to the Escrow Account account as is designated in writing by the Borrower to the Administrative Agent. After the Closing Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent by the UK Borrower, with the aggregate of a Committed Loan Notice. Other than the amounts made available to the Administrative Agent by the UK Borrower Dollar Term Lenders and in like funds as set forth above with respect received by the Administrative Agent. (b) The UK Borrower shall deliver to Term Loan Borrowings on the Closing Date, each such Committed Loan Administrative Agent an irrevocable Notice of Borrowing (which notice must be received by the Administrative Agent not later than (i) 11:00 a.m.prior to 10:00 A.M., New York City time, three (3) at least one Business Days Day prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency anticipated Closing Date) requesting that the UK Borrower Euro Term Lenders make the UK Borrower Euro Term Loans or of any conversion of Eurocurrency Term Loans on the Closing Date and specifying (i) the amount to ABR Loans, be borrowed and (ii) no instructions for remittance of the UK Borrower Euro Term Loans to be borrowed. Upon receipt of such Notice of Borrowing from the UK Borrower, the Administrative Agent shall promptly notify each UK Borrower Euro Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each UK Borrower Euro Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the UK Borrower Euro Term Loan to be made by such Lender on the Closing Date. Such borrowings of UK Borrower Euro Term Loans will then be made available to the UK Borrower by the Administrative Agent crediting such account as is designated in writing to the Administrative Agent by the UK Borrower, with the aggregate of the amounts made available to the Administrative Agent by the UK Borrower Euro Term Lenders and in like funds as received by the Administrative Agent. (c) The Canadian Borrower shall deliver to the Administrative Agent an irrevocable Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Closing Date) requesting that the Canadian Borrower Term Lenders make the Canadian Borrower Term Loans on the Closing Date and specifying (i) the amount to be borrowed and (ii) instructions for remittance of the Canadian Borrower Term Loans to be borrowed. Upon receipt of such Notice of Borrowing from the Canadian Borrower, the Administrative Agent shall promptly notify each Canadian Borrower Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Canadian Borrower Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Canadian Borrower Term Loan to be made by such Lender on the Closing Date. Such borrowings of Canadian Borrower Term Loans will then be made available to the Canadian Borrower by the Administrative Agent crediting such account as is designated in writing to the Administrative Agent by the Canadian Borrower, with the aggregate of the amounts made available to the Administrative Agent by the Canadian Borrower Term Lenders on the Closing Date and in like funds as received by the Administrative Agent. (d) The Canadian Borrower may borrow under the Delayed Draw Term Commitments during the Delayed Draw Commitment Period on any Business Day but on not more than two occasions; provided that the Canadian Borrower shall deliver to the Administrative Agent an irrevocable Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, at least one Business Day prior to the requested date Delayed Draw Date (or, with the consent of the Administrative Agent, prior to 10:00 A.M. New York City time on the requested Delayed Draw Date)), specifying (i) the amount to be borrowed, (ii) the requested Delayed Draw Date and (iii) instructions for remittance of the Delayed Draw Term Loans to be borrowed. Upon receipt of any such Notice of Borrowing from the Canadian Borrower, the Administrative Agent shall promptly notify each Canadian Borrower Term Lender thereof. Each Canadian Borrower Term Lender will make the amount of its pro rata share of any such borrowing of Delayed Draw Term Loans (based on the amount of its Delayed Draw Term Commitment) available to the Administrative Agent for the account of the Canadian Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Delayed Draw Date requested by the Canadian Borrower in funds immediately available to the Administrative Agent. Such borrowings of Delayed Draw Term Loans will then be made available to the Canadian Borrower by the Administrative Agent crediting such account as is designated in writing to the Administrative Agent by the Canadian Borrower, with the aggregate of the amounts made available to the Administrative Agent by the Canadian Borrower Term Lenders on such Delayed Draw Date and in like funds as received by the Administrative Agent. Each borrowing under the Delayed Draw Term Commitments shall be in an amount equal to $50,000,000 or continuation a whole multiple of $1,000,000 in excess thereof. (e) The Term Loans (other than the UK Borrower Euro Term Loans) made on the Closing Date and the Term Loans made on any Delayed Draw Date shall initially be ABR Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no UK Borrower Dollar Term Loan, Canadian Borrower Term Loan or Delayed Draw Term Loan may be converted into or continued as a Eurodollar Loan prior to the date that is three weeks after the Closing Date. The UK Borrower Euro Term Loans made on the Closing Date shall be Euribor Loans.

Procedure for Term Loan Borrowings. (a) The Borrower shall give provide the Administrative Agent an irrevocable notice written Borrowing Request (which notice must be by received by (x) in the Administrative Agent prior to 12:00 Nooncase of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the Effective Date or (y) in the case of a Prime Borrowing, not later than 11:00 a.m., New York City time, one Business Day prior to before the Closing Effective Date) ), requesting that the Term Lenders make the Closing Date Term Loans on the Closing Date and specifying the amount to be borrowed. Effective Date. (b) Upon receipt of such notice the Borrowing Request, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than Each Term Lender shall make the Term Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds in an amount equal to the difference between such Term Lender’s Term Commitment and the then outstanding principal amount of its term loan under the Existing Credit Agreement by 12:00 Noonnoon, New York City time, on to the Closing Date, each applicable Term Lender shall make available to account of the Administrative Agent at the Funding Office an amount in immediately available funds equal most recently designated by it for such purpose by notice to the Closing Date Term Loans to be made by such LenderLenders. The Administrative Agent shall will make the proceeds amount of such Closing Date difference for each Term Loans Lender available to the Borrower on such Borrowing Date by wire transfer promptly crediting the amounts so received, in immediately available funds like funds, to an account of the Escrow Account as Borrower maintained with the Administrative Agent in New York City and designated in writing by the Borrower in the Borrowing Request. The outstanding principal amount of each Term Lender’s term loan under the Existing Credit Agreement shall then be deemed to be a part of its Term Loan hereunder and shall be governed in all respects by the terms of this Agreement. At the option of the Borrower, the portion of each Term Lender’s Term Loan which is equal to the Administrative Agent. After amount of its term loan under the Closing Date, each borrowing Existing Credit Agreement as of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which Effective Date may be given by (a) telephone, a Eurodollar Loan or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly Eurodollar Loans having an Interest Period or Interest Periods ending on the same date prior day or days as the interest period or interest periods applicable to 2:00 p.m. New York City time such telephonic notice is given by delivery to term loan and with the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to Term Loan Borrowings on the Closing Date, each same LIBO Rate or LIBO Rates through such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to day or continuation of Eurocurrency Term Loans or of any conversion of Eurocurrency Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR Loansdays.

Procedure for Term Loan Borrowings. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the Closing Date) requesting that the Term Lenders make the Closing Date Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each applicable Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date Term Loans to be made by such Lender. The Administrative Agent shall make the proceeds of such Closing Date Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing by the Borrower to the Administrative Agent. After the Closing Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to Term Loan Borrowings on the Closing Date, each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Term Loans or of any conversion of Eurocurrency Term Loans to ABR Loans, and (ii) no later than 12:00 Noon, New York City time, on the requested date of any borrowing or continuation of ABR Loans.provided

Procedure for Term Loan Borrowings. (a) The Borrower Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche A Term Loan Lenders make the Closing Date Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Tranche A Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, Date each applicable Tranche A Term Loan Lender shall make available to the Administrative Agent at the Funding Office office of the Administrative Agent specified in subsection 10.2 an amount in immediately available funds equal to the Closing Date Tranche A Term Loan or Tranche A Term Loans to be made by such Lender. The Administrative Agent shall make credit to the proceeds account of the Company on the books of such Closing Date Term Loans office the aggregate of the amounts made available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to the Escrow Account as designated in writing by the Borrower to the Administrative Agent. After the Closing Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or (b) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice. Other than as set forth above with respect to by the Tranche A Term Loan Borrowings on Lenders in immediately available funds. (b) The Canadian Borrower shall give the Closing Date, each such Committed Loan Notice Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent not later than (i) 11:00 a.m.prior to 10:00 A.M., New York City time, three (3) one Business Days Day prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans or on the Closing Date and specifying the amount to be borrowed. Upon receipt of any conversion of Eurocurrency such notice the Administrative Agent shall promptly notify each Tranche B Term Loans to ABR Loans, and (ii) no Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the requested date Closing Date each Tranche B Term Loan Lender shall make available to the Administrative Agent at the office of any borrowing the Administrative Agent specified in subsection 10.2 an amount in immediately available funds equal to the Tranche B Term Loan or continuation Tranche B Term Loans to be made by such Lender. The Administrative Agent shall credit to the account of ABR Loans.the