Common use of Procedures for Requesting Advances Clause in Contracts

Procedures for Requesting Advances. (a) From time to time, but no more frequently than twice per calendar month (except as required for the payment of interest or Commitment Fees during the Term Loan Availability Period, and for any draw of remaining Term Loan Commitments on the last day of the Term Loan Availability Period), subject to the limitations set forth in Sections 2.01 (Term Loans), and 2.02 (Term Loan Availability) above and Sections 2.2 (Sequence of Advances of Senior Debt) and 2.4 (Pro Rata Advances) of the Common Terms Agreement, the Borrower may request a Term Loan Advance by delivering to the Credit Facility Agent a properly completed Disbursement Request in accordance with Section 2.3 (Disbursement Procedures) of the Common Terms Agreement and this Section 2.05 (Procedures for Requesting Advances). (b) The aggregate amount of any proposed Term Loan Advance under this Agreement must be an amount that is no more than the available Term Loan Commitments and not less than $10,000,000 and an integral multiple of $1,000,000 (unless the available Term Loan Commitments are less than $10,000,000). Such Advances shall be made pro rata with respect to other Facility Agreements in accordance with the committed principal amounts under the Term Loan Commitment subject to and in accordance with Section 2.4 (Pro Rata Advances) of the Common Terms Agreement. (c) From time to time, subject to the limitations set forth in Section 2.03 (Working Capital Loans) and Section 2.04 (Working Capital Loan Availability) above, the Borrower may request a Working Capital Advance by delivering to the Credit Facility Agent a properly completed Disbursement Request in accordance with this Section 2.05 (Procedures for Requesting Advances) and Section 2.3 (Disbursement Procedures) of the Common Terms Agreement. Working Capital Advances under this Agreement may be made concurrently with but shall not be required to be made pro rata with borrowings under any other Facility Agreements. For the avoidance of doubt, Working Capital Advances shall be required to be borrowed pro rata based on each Working Capital Lender’s Commitment Percentage. (d) The amount of any proposed Working Capital Advance under this Agreement must be an amount that is no more than the unused Aggregate Working Capital Commitments and not less than $5,000,000 and an integral multiple of $1,000,000 (unless the unused Aggregate Working Capital Commitments are less than $5,000,000). (e) The Credit Facility Agent shall promptly advise each Lender that has a Commitment that is to fund any portion of the Term Loan Advance or Working Capital Advance, as applicable, of any Disbursement Request delivered pursuant to this Section 2.05 (Procedures for Requesting Advances), together with each such Lender’s Commitment Percentage of the requested Advance. (f) Any Disbursement Request delivered pursuant to clause (a) or (c) above shall be delivered by the Borrower to the Credit Facility Agent by 1:00 p.m. on or before the third (3rd) Business Day prior to the requested Advance Date for the Advance of any LIBOR Loans and 1:00 p.m. on or before the Business Day prior to the requested Advance Date for the Advance of any Base Rate Loans; provided that the notice periods set forth in this clause (f) shall not apply with respect to the Disbursement Request for the Initial Advance, which Disbursement Request may be delivered no later than 11:00 a.m. on the Business Day before the requested Advance Date. (g) Each Disbursement Request delivered pursuant to this Section 2.05 (Procedures for Requesting Advances) shall be substantially in the form of Schedule B-1 to the Common Terms Agreement (Disbursement Request Form (Term Loans)) or Schedule B-2 (Disbursement Request Form (Working Capital Loans)). Each such Disbursement Request shall be irrevocable and shall refer to this Agreement and specify: (i) whether the requested Advance is of Working Capital Loans or Term Loans and, to the extent the requested Advance would constitute Term Loans, whether the requested Advance is to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment; (ii) the requested Advance Date (which shall be a Business Day); (iii) the amount of such requested Advance (including, where applicable, the amount to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment); (iv) whether the requested Advance is of LIBOR Loans or Base Rate Loans; (v) in the case of a requested Advance of LIBOR Loans, the Borrower’s election with respect to the duration of the initial Interest Period applicable to such LIBOR Loans, which Interest Period shall be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in length; (vi) if the requested Advance is (A) of a Term Loan, that each of the conditions precedent to such Term Loan Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.02 (Conditions to Each Term Loan Advance), as applicable, or (B) of a Working Capital Loan, that each of the conditions precedent to such Working Capital Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.03 (Conditions to Each Working Capital Advance); (vii) if such Disbursement Request is being made pursuant to Section 2.10(a) or Section 2.10(b) (Use of Proceeds); and (viii) the wire information of the account to which the proceeds of such Advance are to be deposited. The currency specified in a Disbursement Request must be US Dollars. (h) If no election as to whether the requested Advance is of LIBOR Loans or Base Rate Loans, then the requested Advance shall be of LIBOR Loans; provided that, if the applicable Disbursement Request is delivered to the Credit Facility Agent later than 1:00 p.m. on the third (3rd) Business Day prior to the proposed Advance Date, the requested Advance shall be of Base Rate Loans. If no initial Interest Period is specified with respect to any requested LIBOR Loans, then the requested Advance shall be made as a LIBOR Loan with an initial Interest Period of one (1) month.

Procedures for Requesting Advances. (a) From time to time, but no more frequently than twice per calendar month (except as required for the payment of interest or Commitment Fees during the Term Loan Availability Period, and for any draw of remaining Term Loan Facility Debt Commitments on the last day of the Term Loan Availability Period), subject to the limitations set forth in Sections 2.01 (Term Loans), ) and 2.02 (Term Loan Availability) above and Sections 2.2 (Sequence of Advances of Senior Debt) and 2.4 (Pro Rata Advances) of the Common Terms Agreement, the Borrower may request a Term Loan Advance Borrowing by delivering to the Credit Term Loan Facility Agent a properly completed Disbursement Request in accordance with Section 2.3 (Disbursement Procedures) of the Common Terms Agreement and the requirements of this Section 2.05 2.03 (Procedures for Requesting Advances), substantially in the form set forth in Exhibit E. (b) Each Disbursement Request shall be irrevocable and the obligations of the Term Lenders to make an Advance of Term Loans shall be subject to: (i) with respect to the Initial Advance, the prior satisfaction or waiver of each of the conditions specified in Section 6.03 (Conditions to Term Loan Advances); and (ii) with respect to any Advance following the Initial Advance, the prior satisfaction or waiver of the conditions specified in Section 6.03 (Conditions to Term Loan Advances) other than such conditions therein that apply only to the Initial Advance. (bc) The aggregate amount of any proposed Term Loan Advance under this Agreement must be be: (i) in the case of any Term SOFR Loan, an aggregate amount that is no more than the available Term Loan Commitments an integral multiple of $1 million and not less than $10,000,000 and 25 million, and (ii) in the case of any Base Rate Loan, an aggregate amount that is an integral multiple of $1,000,000 1 million and not less than $25 million, (unless the available Term Loan Facility Debt Commitments are less than $10,000,00025 million); provided that a Base Rate Loan may be in an aggregate amount that is equal to the entire unused amount of the Commitments. Such Advances shall be made pro pro-rata with respect to other Facility Agreements in accordance with the committed principal amounts under the Term Loan Facility Debt Commitment subject to and in accordance with Section 2.4 (Pro Rata Advances) of the Common Terms Agreement. (c) From time to time, subject to the limitations set forth in Section 2.03 (Working Capital Loans) and Section 2.04 (Working Capital Loan Availability) above, the Borrower may request a Working Capital Advance by delivering to the Credit Facility Agent a properly completed Disbursement Request in accordance with this Section 2.05 (Procedures for Requesting Advances) and Section 2.3 (Disbursement Procedures) of the Common Terms Agreement. Working Capital Advances under this Agreement may be made concurrently with but shall not be required to be made pro rata with borrowings under any other Facility Agreements. For the avoidance of doubt, Working Capital Advances shall be required to be borrowed pro rata based on each Working Capital Lender’s Commitment Percentage. (d) The amount of any proposed Working Capital Advance under this Agreement must be an amount that is no more than the unused Aggregate Working Capital Commitments and not less than $5,000,000 and an integral multiple of $1,000,000 (unless the unused Aggregate Working Capital Commitments are less than $5,000,000). (e) The Credit Term Loan Facility Agent shall promptly advise each Term Lender that has a Commitment that is to fund any portion of the Term Loan Advance or Working Capital Advance, as applicable, Facility Debt Commitment of any Disbursement Request delivered pursuant to this Section 2.05 2.03 (Procedures for Requesting Advances), together with each such Term Lender’s Term Loan Facility Debt Commitment Percentage of the requested AdvanceTerm Loan Borrowing. (fe) Any Disbursement Request delivered pursuant to clause (a) or (c) above shall be delivered by the Borrower to the Credit Term Loan Facility Agent by 1:00 p.m. on or before (i) in the third case of a Term SOFR Loan, not later than 12:00 noon, New York City time, three Business Days prior to the requested Borrowing Date, and (3rdii) in the case of a Base Rate Loan, not later than 12:00 noon, New York City time, one Business Day prior to the requested Advance Date for the Advance of any LIBOR Loans and 1:00 p.m. on or before the Business Day prior to the requested Advance Date for the Advance of any Base Rate LoansBorrowing Date; provided that the notice periods set forth in this clause (fe) shall not apply with respect to the Disbursement Request for the Initial AdvanceAdvance under this Agreement, which Disbursement Request may be delivered no later than 11:00 a.m. 12:00 noon New York City time, on the Business Day before the requested Advance Borrowing Date. (g) Each Disbursement Request delivered pursuant to this Section 2.05 (Procedures for Requesting Advances) shall be substantially in the form of Schedule B-1 to the Common Terms Agreement (Disbursement Request Form (Term Loans)) or Schedule B-2 (Disbursement Request Form (Working Capital Loans)). Each such Disbursement Request shall be irrevocable and shall refer to this Agreement and specify: (i) whether the requested Advance is of Working Capital Loans or Term Loans and; provided, to the extent the requested Advance would constitute Term Loans, whether the requested Advance is to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment; (ii) the requested Advance Date (which shall be a Business Day); (iii) the amount of such requested Advance (including, where applicable, the amount to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment); (iv) whether the requested Advance is of LIBOR Loans or Base Rate Loans; (v) in the case of a requested Advance of LIBOR Loans, the Borrower’s election with respect to the duration of the initial Interest Period applicable to such LIBOR Loans, which Interest Period shall be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in length; (vi) if the requested Advance is (A) of a Term Loanfurther, that each of the conditions precedent to such Term Loan Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.02 (Conditions to Each Term Loan Advance), as applicable, or (B) of a Working Capital Loan, that each of the conditions precedent to such Working Capital Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.03 (Conditions to Each Working Capital Advance); (vii) if such Disbursement Request is being made pursuant to Section 2.10(a) or Section 2.10(b) (Use of Proceeds); and (viii) the wire information of the account to which the proceeds of such for an Advance are to be deposited. The currency specified in a Disbursement Request must be US Dollars. (h) If no election as to whether the requested Advance is of LIBOR Loans or Base Rate Loans, then the requested Advance shall be of LIBOR Loans; provided that, if the applicable Disbursement Request is delivered to the Credit Facility Agent later than 1:00 p.m. on the third (3rd) Business Day prior to the proposed Advance Date, the requested Advance shall be of Base Rate Loans. If no initial Interest Period is specified with respect to any requested LIBOR Loans, then the requested Advance shall be made as a LIBOR Loan with an initial Interest Period of one (1) month.

Procedures for Requesting Advances. (a) From time to time, but no more frequently than twice per calendar month (except as required for the payment of interest or Commitment Fees during the Term Loan Availability Period, and for any draw of remaining Term Loan Commitments on the last day of the Term Loan Availability Period), subject to the limitations set forth in Sections 2.01 (Term Loans), and 2.02 (Term Loan Availability) above and Sections 2.2 (Sequence of Advances of Senior Debt) and 2.4 (Pro Rata Advances) of the Common Terms Agreement, the Borrower may request a Term Loan Advance by delivering to the Credit Facility Agent a properly completed Disbursement Request in accordance with Section 2.3 (Disbursement Procedures) of the Common Terms Agreement and this Section 2.05 (Procedures for Requesting Advances). (b) The aggregate amount of any proposed Term Loan Advance under this Agreement must be an amount that is no more than the available Term Loan Commitments and not less than $10,000,000 and an integral multiple of $1,000,000 (unless the available Term Loan Commitments are less than $10,000,000). Such Advances shall be made pro rata with respect to other Facility Agreements in accordance with the committed principal amounts under the Term Loan Commitment subject to and in accordance with Section 2.4 (Pro Rata Advances) of the Common Terms Agreement. (c) From time to time, subject to the limitations set forth in Section 2.03 (Working Capital Loans) and Section 2.04 (Working Capital Loan Availability) above, the Borrower may request a Working Capital Advance by delivering to the Credit Facility Agent a properly completed Disbursement Request in accordance with this Section 2.05 (Procedures for Requesting Advances) and Section 2.3 (Disbursement Procedures) of the Common Terms Agreement. Working Capital Advances under this Agreement may be made concurrently with but shall not be required to be made pro rata with borrowings under any other Facility Agreements. For the avoidance of doubt, Working Capital Advances shall be required to be borrowed pro rata based on each Working Capital Lender’s Commitment Percentage. (d) The amount of any proposed Working Capital Advance under this Agreement must be an amount that is no more than the unused Aggregate Working Capital Commitments and not less than $5,000,000 and an integral multiple of $1,000,000 (unless the unused Aggregate Working Capital Commitments are less than $5,000,000). (e) The Credit Facility Agent shall promptly advise each Lender that has a Commitment that is to fund any portion of the Term Loan Advance or Working Capital Advance, as applicable, of any Disbursement Request delivered pursuant to this Section 2.05 (Procedures for Requesting Advances), together with each such Lender’s Commitment Percentage of the requested Advance. (f) Any Disbursement Request delivered pursuant to clause (a) or (c) above shall be delivered by the Borrower to the Credit Facility Agent by 1:00 p.m. on or before the third (3rd) U.S. Government Securities Business Day prior to the requested Advance Date for the Advance of any LIBOR LIBORSOFR Loans and 1:00 p.m. on or before the Business Day prior to the requested Advance Date for the Advance of any Base Rate Loans; provided that the notice periods set forth in this clause (f) shall not apply with respect to the Disbursement Request for the Initial Advance, which Disbursement Request may be delivered no later than 11:00 a.m. on the Business Day before the requested Advance Date. (g) Each Disbursement Request delivered pursuant to this Section 2.05 (Procedures for Requesting Advances) shall be substantially in the form of Schedule B-1 to the Common Terms Agreement (Disbursement Request Form (Term Loans)) or Schedule B-2 (Disbursement Request Form (Working Capital Loans)). Each such Disbursement Request shall be irrevocable and shall refer to this Agreement and specify: (i) whether the requested Advance is of Working Capital Loans or Term Loans and, to the extent the requested Advance would constitute Term Loans, whether the requested Advance is to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment; (ii) the requested Advance Date (which shall be a Business Day); (iii) the amount of such requested Advance (including, where applicable, the amount to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment); (iv) whether the requested Advance is of LIBOR LIBORSOFR Loans or Base Rate Loans; (v) in the case of a requested Advance of LIBOR LIBORSOFR Loans, the Borrower’s election with respect to the duration of the initial Interest Period applicable to such LIBOR LIBORSOFR Loans, which Interest Period shall be one (1), two (2), three (3), or six (6), nine (9) or twelve (12) months in length; (or, if available to all applicable Lenders, such other periods as may be agreed by the Credit Facility Agent and each Lender (including with respect to the Applicable Margin agreed to by all the Lenders with respect to any such Interest Period)); (vi) if the requested Advance is (A) of a Term Loan, that each of the conditions precedent to such Term Loan Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.02 (Conditions to Each Term Loan Advance), as applicable, or (B) of a Working Capital Loan, that each of the conditions precedent to such Working Capital Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.03 (Conditions to Each Working Capital Advance); (vii) if such Disbursement Request is being made pursuant to Section 2.10(a) or Section 2.10(b) (Use of Proceeds); and (viii) the wire information of the account to which the proceeds of such Advance are to be deposited. The currency specified in a Disbursement Request must be US Dollars. (h) If no election as to whether the requested Advance is of LIBOR LIBORSOFR Loans or Base Rate Loans, then the requested Advance shall be of LIBOR LIBORSOFR Loans; provided that, if the applicable Disbursement Request is delivered to the Credit Facility Agent later than 1:00 p.m. on the third (3rd) U.S. Government Securities Business Day prior to the proposed Advance Date, the requested Advance shall be of Base Rate Loans. If no initial Interest Period is specified with respect to any requested LIBOR LIBORSOFR Loans, then the requested Advance shall be made as a LIBOR LIBORSOFR Loan with an initial Interest Period of one (1) month.