Common use of Procedure for Tranche B Term Loan Borrowing Clause in Contracts

Procedure for Tranche B Term Loan Borrowing. The Primary Borrower 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 (a) the anticipated Amendment and Restatement Effective Date or (b) in the case of the Incremental Tranche B Term Loans, the anticipated Incremental Tranche B Effective Date, in each case requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) and specifying the amount to be borrowed. The Tranche B Term Loans made on the Amendment and Restatement Effective Date shall initially be Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each relevant Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) each relevant Tranche B Term Loan Lender shall make available to the Administrative Agent at the relevant Funding Office an amount in immediately available funds equal to the Tranche B Term Loan to be made by such Lender on such date. The Administrative Agent shall make available to the Primary Borrower the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Loan Lenders, in like funds as received by the Administrative Agent.

Procedure for Tranche B Term Loan Borrowing. The Primary Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, one Business Day prior to (a) the anticipated Amendment and Restatement Effective Date or (bInitial Closing Date) in the case of the Incremental Tranche B Term Loans, the anticipated Incremental Tranche B Effective Date, in each case requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Amendment and Restatement Effective Initial Closing Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) and specifying the amount to be borrowed. The Tranche B Term Loans made on the Amendment and Restatement Effective Initial Closing Date shall initially be Base Rate LoansLoans and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan prior to the date that is 15 Business Days after the Initial Closing Date and, thereafter and until the Acquisition Closing Date, no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan with an Interest Period in excess of one month. Upon receipt of such notice the Administrative Agent shall promptly notify each relevant Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Amendment and Restatement Effective Date (orInitial Closing Date, in the case of the Incremental each Tranche B Term Loans, on the Incremental Tranche B Effective Date) each relevant Tranche B Term Loan Lender shall make available to the Administrative Agent at Agent, for transfer to the relevant Funding Office Securities Intermediary for deposit into the Escrow Account pursuant to the Escrow Agreement, an amount in immediately available funds equal to the Tranche B Term Loan to be made by such Lender Lender. All such amounts shall be held in the Escrow Account by the Securities Intermediary for the benefit of the Tranche B Term Lenders until the satisfaction of all conditions precedent set forth in Section 6.2 or otherwise released in accordance with the terms of the Escrow Agreement. Subject to the Escrow Agreement, upon the written direction of the Administrative Agent, not later than 12:00 Noon, New York City time on such datethe Acquisition Closing Date, the Securities Intermediary shall transfer to the Existing Administrative Agent, the Borrower (or its designee) and the Administrative Agent in accordance with Section 3(a) of the Escrow Agreement all amounts held by the Securities Intermediary in the Escrow Account by wire transfer in immediately available funds pursuant to the payment instructions set forth in the notice of release delivered by the Administrative Agent pursuant to Section 3(a) of the Escrow Agreement. The Upon delivery of the notice of release to the Securities Intermediary pursuant to Section 3(a) of the Escrow Agreement, the Administrative Agent shall make available to credit the Primary account of the Borrower on the books of the Funding Office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent Securities Intermediary by the Tranche B Term Loan Lenders, Lenders on the Initial Closing Date and in like funds as received by the Existing Administrative Agent, the Borrower and the Administrative Agent from the Securities Intermediary on the Acquisition Closing Date.

Procedure for Tranche B Term Loan Borrowing. The Primary Borrower Borrowers shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, one Business Day prior to (a) the anticipated Seventh Amendment and Restatement Effective Date or (b) in the case of the Incremental Tranche B Term Loans, the anticipated Incremental Tranche B Effective Date), in each case requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the anticipated Seventh Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) and specifying the amount to be borrowedSeventh Amendment Effective Date. The Tranche B Term Loans shall be initially made as ABR Loans on the Seventh Amendment and Restatement Effective Date shall initially be Base Rate LoansDate. Upon receipt of such notice notice, the Administrative Agent shall promptly notify each relevant Tranche B Term Loan Lender thereof. Not In such case, not later than 12:00 Noon, 11:00 a.m. New York City time, time on the Seventh Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) , each relevant Tranche B Term Loan Lender shall make available to the Administrative Agent at its office specified in subsection 10.2 the relevant Funding Office an amount in immediately available funds equal to of such Tranche B Term Loan Lender's pro rata share of such amount of the Tranche B Term Loan Loans to be made by such Lender borrowed on such datethe Seventh Amendment Effective Date, in immediately available funds. The Administrative Agent shall make available to on such date credit the Primary Borrower account of the Borrowers on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Loan Lenders, Lenders and in like funds as received by the Administrative Agent."

Procedure for Tranche B Term Loan Borrowing. The Primary Borrower hereby requests a Tranche B Term Loan borrowing on the Tranche B Effective Date in an amount equal to the aggregate amount of the Tranche B Commitments of the Tranche B Lenders. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 noon, New York City time, one at least three Business Day Days prior to (a) the anticipated Amendment and Restatement Effective Date or (b) in the case of the Incremental Tranche B Term Loans, the anticipated Incremental Tranche B Effective Date, in each case requesting that the Tranche B Term Loan Lenders make if all or any part of the Tranche B Term Loans on are to be initially Eurodollar Loans, specifying the Amendment respective amounts of each such Type of Loan and Restatement Effective Date (or, in the case respective lengths of the Incremental Tranche B Term Loansinitial Interest Periods therefor. To the extent that the Borrower does not deliver a notice pursuant to the immediately preceding sentence, on the Incremental Tranche B Effective Date) and specifying the amount to be borrowed. The Tranche B Term Loans made on the Amendment and Restatement Effective Date shall initially be Base Rate ABR Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each relevant Tranche B Lender thereof. Each Tranche B Lender will make the amount of its pro rata share of the borrowing of Tranche B Term Loan Lender thereof. Not later than 12:00 NoonLoans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 13.2 prior to 11:00 A.M., New York City time, on the Amendment and Restatement Tranche B Effective Date (or, in Dollars and in funds immediately available to the case of Administrative Agent. The Borrower hereby requests and directs the Incremental Tranche B Term LoansAdministrative Agent, on the Incremental Tranche B Effective Date) each relevant Tranche B Term Loan Lender shall make available , to the Administrative Agent at the relevant Funding Office an amount in immediately available funds equal to the Tranche B Term Loan to be made by such Lender on such date. The Administrative Agent shall make available to the Primary Borrower the aggregate of use the amounts made available to the Administrative Agent by the Tranche B Term Loan Lenders, in like funds as received by first, to prepay $75,000,000 of Revolving Credit Loans and, then, to prepay $50,000,000 of the Administrative AgentTerm Loans.

Procedure for Tranche B Term Loan Borrowing. The Primary Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, one Business Day prior to (a) the anticipated Amendment and Restatement Effective Closing Date or (b) in the case of the Incremental Tranche B Term Loans, ABR Loans or three Business Days prior to the anticipated Incremental Tranche B Effective Date, Closing Date in each the case of Eurodollar Loans) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Amendment Closing Date and Restatement Effective specifying (i) the amount and the Type of Loans to be borrowed, (ii) the anticipated Closing Date and (or, iii) in the case of the Incremental Tranche B Term Eurodollar Loans, on the Incremental Tranche B Effective Daterespective amounts of such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such borrowing shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and specifying (y) in the amount to be borrowed. The Tranche B Term Loans made on the Amendment and Restatement Effective Date shall initially be Base Rate case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of such notice of borrowing the Administrative Agent shall promptly notify each relevant Tranche B Term Lender thereof. Each Tranche B Term Lender will make the amount of its Tranche B Term Loan Lender thereof. Not later than 12:00 Noonavailable to the Administrative Agent for the account of the Borrower at the Funding Office prior to 2:00 p.m., New York City time, on the Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Closing Date) each relevant Tranche B Term Loan Lender shall make . Such borrowing will then be made available to the Borrower by the Administrative Agent at crediting the relevant Funding Office an amount in immediately available funds equal to account of the Tranche B Term Loan to be made by Borrower on the books of such Lender on such date. The Administrative Agent shall make available to the Primary Borrower office with the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Loan Lenders, Lenders and in like funds as received by the Administrative Agent.

Procedure for Tranche B Term Loan Borrowing. The Primary Borrower 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 (a) the anticipated Second Amendment and Restatement Effective Date or (bDate) in the case of the Incremental Tranche B Term Loans, the anticipated Incremental Tranche B Effective Date, in each case requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Second Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) and specifying the amount to be borrowed. The Tranche B Term Loans made on the Second Amendment and Restatement Effective Date shall initially be Base Rate Loans, and no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is 60 days after the Second Amendment and Restatement Effective Date. Upon receipt of such notice the Administrative Agent shall promptly notify each relevant Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Second Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) each relevant Tranche B Term Loan Lender shall make available to the Administrative Agent at the relevant Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B Term Loans to be made by such Lender on such dateLender. The Administrative Agent shall make available to the Primary Borrower the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Loan Lenders, Lenders in like funds as received by the Administrative Agentfunds.

Procedure for Tranche B Term Loan Borrowing. (a) The Primary Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 10:30 A.M., New York City time, one Business Day prior to (a) the anticipated Second Amendment and Restatement Effective Date or (b) in the case of the Incremental Tranche B Term Loans, the anticipated Incremental Tranche B Effective Date, in each case ) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Second Amendment and Restatement Effective Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) and specifying the amount to be borrowed. The Tranche B Term Loans made on the Amendment and Restatement Effective Date shall initially be Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each relevant Tranche B Term Loan Lender thereof. Not later than 12:00 Noon1:00 P.M., New York City time, on the Second Amendment and Restatement Effective Date (orDate, in the case of the Incremental each Tranche B Term Loans, on the Incremental Tranche B Effective Date) each relevant Tranche B Term Loan Lender shall make available to the Administrative Agent at the relevant Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B Term Loans to be made by such Lender; provided, however, that, at the option of each Tranche B Term Lender on that is an Existing Term Lender immediately prior to giving effect to the Second Amendment, all or a portion of the aggregate amount of Existing Term Loans of such dateTranche B Term Lender may be converted to Tranche B Term Loans and applied toward satisfaction of the foregoing funding requirement. The Subject to the immediately preceding sentence, the Administrative Agent shall make use the amounts made available to the Primary Administrative Agent by the Tranche B Term Lenders to prepay the Existing Term Loans outstanding on such date and 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 Tranche B Term Loan Lenders, in like funds as received by Lenders and remaining after application to the Administrative Agentprepayment of the Existing Term Loans.

Procedure for Tranche B Term Loan Borrowing. The Primary Borrower 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 (a) the anticipated Amendment and Restatement Effective Date or (bClosing Date) in the case of the Incremental Tranche B Term Loans, the anticipated Incremental Tranche B Effective Date, in each case requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Amendment and Restatement Effective Closing Date (or, in the case of the Incremental Tranche B Term Loans, on the Incremental Tranche B Effective Date) and specifying the amount to be borrowed. The Tranche B Term Loans made on the Amendment and Restatement Effective Closing Date shall initially be Base Rate LoansABR Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is 90 days after the Closing Date. Upon receipt of such notice the Administrative Agent shall promptly notify each relevant Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Amendment and Restatement Effective Closing Date (or, in the case of the Incremental each Tranche B Term Loans, on the Incremental Tranche B Effective Date) each relevant Tranche B Term Loan Lender shall make available to the Administrative Agent at the relevant Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B Term Loans to be made by such Lender on such dateLender. The Administrative Agent shall will make such Tranche B Term Loans available to the Primary Borrower the aggregate of by promptly crediting the amounts made available to the Administrative Agent by the Tranche B Term Loan Lendersthat it receives, in like funds as received funds, by the close of business on such proposed date by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent.