Common use of Term Loan Borrowings Clause in Contracts

Term Loan Borrowings. (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made or Converted by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (b) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in New York, New York, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender’s portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this subsection (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement.

Term Loan Borrowings. (a) Each All Term Loan Borrowings shall be made as part upon receipt of a Borrowing consisting of Term Loans made or Converted Request given by the Lenders ratably in accordance with their respective Commitments; provided, however, that U.S. Borrower (which each Foreign Borrower hereby authorizes the failure of any Lender U.S. Borrower to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (bprovide) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in not later than 12:00 noon (New York, New York, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in York City time) (i) one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender Business Day prior to the requested date of Borrowing, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of Borrowing, in the case of Eurocurrency Rate Loans or BA Rate Loans (or, in the case of any Borrowing that on the Closing Date, at such Lender will not make available to later time as may be agreed by the Agent such Lender’s portion Agent). The Borrowing Request shall specify (A) the requested date of such Borrowing, (B) the Agent may assume that such Lender has made such portion available to aggregate amount of each proposed Borrowing and the Agent on the date of Term Loan Facility under which such Borrowing in accordance with this subsection is to be made, (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iC) in the case of Loans denominated in Dollars, whether any portion of the Borrowerproposed Borrowing will be Eurocurrency Rate Loans, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (iiD) in the case of such LenderLoans denominated in Canadian Dollars, whether any portion of the proposed Borrowing will be BA Rate Loans, (E) in the case of any Eurocurrency Rate Loans, the Federal Funds Effective Rateinitial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency Rate Loans and in the case of any BA Rate Loan, the initial BA Interest Period or BA Interest Periods thereof and (F) the account or accounts into which the proceeds of such Term Loans are to be deposited. If no Eurocurrency Interest Period is specified with respect to any requested Eurocurrency Rate Loan, then the applicable Borrower shall be deemed to have selected a Eurocurrency Interest Period of one month’s duration. If no BA Interest Period is specified with respect to a BA Rate Loan then the Canadian Borrower shall be deemed to have selected a BA Interest Period of one month. Each such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part Borrowing shall be in an aggregate amount of such not less than the Minimum Currency Threshold. Notwithstanding the foregoing, all Canadian Term A Loans borrowed on the Incremental Amendment No. 1 Effective Date shall initially take the form of a pro rata increase in each then outstanding Borrowing for purposes of this AgreementCanadian Term A Loans.

Term Loan Borrowings. (ai) Each There shall be one Borrowing of Term Loan Loans on the Effective Date, which shall be made as part on notice given by the Borrowers to the Term Loan Administrative Agent not later than 11:00 a.m. (New York time) (A) one Business Day prior to the Effective Date, in the case of a Borrowing consisting of Base Rate Loans and (B) three Business Days prior to the Effective Date, in the case of a Borrowing of Eurodollar Rate Loans. Such notice shall be in substantially the form of Exhibit C-1 (a “Notice of Term Loans made Borrowing”) (or Converted by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by telephone and the same information shall be confirmed promptly thereafter in writing), specifying (1) the Effective Date as the date of such other Lender). proposed Borrowing, (b2) Each Lender shall make each Term Loan to be made by it hereunder on the aggregate amount of such proposed Borrowing, (3) whether any portion of the proposed date thereof by wire transfer Borrowing will be of immediately available funds to Base Rate Loans or Eurodollar Rate Loans, (4) the Agent in New York, New Yorkinitial Interest Period or Interest Periods for any such Eurodollar Rate Loans, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders(5) remittance instructions. The Term Loans shall be made by as Base Rate Loans unless, subject to Section 2.17, the Lenders pro rata Notice of Term Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. The Borrowing of Term Loans shall be allocated in accordance with Section 2.12. each Term Lender’s Term Commitment. (ii) Unless the Term Loan Administrative Agent shall have received notice from a Term Lender prior to the date of any Borrowing Effective Date that such Term Lender will shall not make available to the Term Loan Administrative Agent such Term Lender’s Ratable Portion of the Borrowing to be made on such date (or any portion of such Borrowingthereof), the Term Loan Administrative Agent may assume that such Term Lender has made such portion Ratable Portion available to the Term Loan Administrative Agent on the date of such Borrowing Effective Date in accordance with this subsection (bSection 2.2(a) and the Term Loan Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If and to the extent that such Term Lender shall not have so made such portion Ratable Portion available to the Term Loan Administrative Agent, such Term Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally Borrowers agree to repay to the Term Loan Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Borrowers until the date such amount is repaid to the Term Loan Administrative Agent, at (i) in the case of the BorrowerBorrowers, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Term Lender, the Federal Funds Effective RateRate for the first Business Day and thereafter at the interest rate applicable at the time to the Term Loans comprising such Borrowing. If such Term Lender shall repay to the Term Loan Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Term Lender’s Term Loan as part of such Borrowing for purposes of this Agreement. If the Borrowers shall repay to the Term Loan Administrative Agent such corresponding amount, such payment shall not relieve such Term Lender of any obligation it may have hereunder to the Borrowers. (iii) The failure of any Term Lender to make its Term Loan or any payment required by it on the date specified, shall not relieve any other Term Lender of its obligations to make its Term Loan or payment on such date but no such other Term Lender shall be responsible for the failure of any Term Lender to make a Term Loan or payment required under this Agreement.

Term Loan Borrowings. (a) Each All Term Loan Borrowings shall be made as part upon receipt of a Borrowing consisting of Term Loans made or Converted Request given by the Lenders ratably in accordance with their respective Commitments; provided, however, that U.S. Borrower (which each Foreign Borrower hereby authorizes the failure of any Lender U.S. Borrower to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (bprovide) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in not later than 12:00 noon (New York, New York, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in York City time) (i) one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender Business Day prior to the requested date of Borrowing, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of Borrowing, in the case of Eurocurrency Rate Loans or BA Rate Loans (or, in the case of any Borrowing that on the Closing Date, at such Lender will not make available to later time as may be agreed by the Agent such Lender’s portion Agent). The Borrowing Request shall specify (A) the requested date of such Borrowing, (B) the Agent may assume that such Lender has made such portion available to aggregate amount of each proposed Borrowing and the Agent on the date of Term Loan Facility under which such Borrowing in accordance with this subsection is to be made, (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iC) in the case of Loans denominated in Dollars, whether any portion of the Borrowerproposed Borrowing will be Eurocurrency Rate Loans, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (iiD) in the case of such LenderLoans denominated in Canadian Dollars, whether any portion of the proposed Borrowing will be BA Rate Loans, (E) in the case of any Eurocurrency Rate Loans, the Federal Funds Effective Rateinitial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency Rate Loans and in the case of any BA Rate Loan, the initial BA Interest Period or BA Interest Periods thereof and (F) the account or accounts into which the proceeds of such Term Loans are to be deposited. If no Eurocurrency Interest Period is specified with respect to any requested Eurocurrency Rate Loan, then the applicable Borrower shall be deemed to have selected a Eurocurrency Interest Period of one month’s duration. If no BA Interest Period is specified with respect to a BA Rate Loan then the Canadian Borrower shall be deemed to have selected a BA Interest Period of one month. Each such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part Borrowing shall be in an aggregate amount of such Borrowing for purposes of this Agreementnot less than the Minimum Currency Threshold.

Term Loan Borrowings. (a) Each All Term Loan Borrowings shall be made as part upon receipt of a Borrowing consisting of Term Loans made or Converted Request given by the Lenders ratably in accordance with their respective Commitments; provided, however, that U.S. Borrower (which each Foreign Borrower hereby authorizes the failure of any Lender U.S. Borrower to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (bprovide) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in not later than 12:00 noon (New York, New York, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in York City time) (i) one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender Business Day prior to the requested date of Borrowing, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of Borrowing, in the case of Eurocur- rency Rate Loans or BA Rate Loans (or, in the case of any Borrowing that on the Closing Date, at such Lender will not make available to later time as may be agreed by the Agent such Lender’s portion Agent). The Borrowing Request shall specify (A) the requested date of such Borrowing, (B) the Agent may assume that such Lender has made such portion available to aggregate amount of each proposed Borrowing and the Agent on the date of Term Loan Facility under which such Borrowing in accordance with this subsection is to be made, (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iC) in the case of Loans denominated in Dollars, whether any portion of the Borrowerproposed Borrowing will be Eurocurrency Rate Loans, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (iiD) in the case of such LenderLoans denominated in Canadian Dollars, whether any portion of the proposed Borrowing will be BA Rate Loans, (E) in the case of any Euro- currency Rate Loans, the Federal Funds Effective Rateinitial Eurocurrency Interest Period or Eurocurrency In- terest Periods for any Eurocurrency Rate Loans and in the case of any BA Rate Loan, the initial BA Interest Period or BA Interest Periods thereof and (F) the ac- count or accounts into which the proceeds of such Term Loans are to be depos- ited. If no Eurocurrency Interest Period is specified with respect to any requested Eurocurrency Rate Loan, then the applicable Borrower shall be deemed to have selected a Eurocurrency Interest Period of one month’s duration. If no BA Inter- est Period is specified with respect to a BA Rate Loan then the Canadian Bor- rower shall be deemed to have selected a BA Interest Period of one month. Each such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part Borrowing shall be in an aggregate amount of such Borrowing for purposes not less than the Minimum Currency Threshold. Notwithstanding the foregoing, all Canadian Term A Loans borrowed on the Incremental Amendment No. 1 Effective Date shall initially take the form of this Agreementa pro rata increase in each then outstanding Bor- rowing of Canadian Term A Loans.

Term Loan Borrowings. (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made or Converted by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder here-under (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (b) Each Lender shall make each Term Loan to be made by it hereunder on the proposed pro-posed date thereof by wire transfer of immediately available funds to the Agent in New York, New York, not later than noon, New York City time, and the Agent shall promptly by 2:00 p.m., New York City time, credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender’s portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this subsection (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement.

Term Loan Borrowings. (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made or Converted by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (b) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in New York, New YorkYork City, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in one (1) or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.122.11. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such LenderXxxxxx’s portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this subsection (b) ), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement.

Term Loan Borrowings. (a) Each All Term Loan Borrowings shall be made as part upon receipt of a Borrowing consisting of Term Loans made or Converted Request given by the Lenders ratably in accordance with their respective Commitments; provided, however, that U.S. Borrower (which each Foreign Borrower hereby authorizes the failure of any Lender U.S. Borrower to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (bprovide) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in not later than 12:00 noon (New York, New York, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in York City time) (i) one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender Business Day prior to the requested date of Borrowing, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of Borrowing, in the case of Eurocurrency Rate Loans (or, in the case of any Borrowing that on the Second Restatement Effective Date, at such Lender will not make available to later time as may be agreed by the Agent such Lender’s portion Agent). The Borrowing Request shall specify (A) the requested date of such Borrowing, (B) the Agent may assume that such Lender has made such portion available to aggregate amount of each proposed Borrowing and the Agent on the date of Term Loan Facility under which such Borrowing in accordance with this subsection is to be made, (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iC) in the case of Loans denominated in Dollars, whether any portion of the Borrowerproposed Borrowing will be Eurocurrency Rate Loans, (D) the interest rate applicable at initial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency Rate Loans and (E) the time to account or accounts into which the proceeds of such Term Loans comprising such are to be deposited. All Canadian Term C Loans shall be made as Canadian Base Rate Loans unless the applicable Borrowing and (ii) in the case of such Lender, the Federal Funds Effective RateRequest requests that all or a portion thereof shall be BA Rate Loans. If no Eurocurrency Interest Period is specified with respect to any requested Eurocurrency Rate Loan, then the applicable Borrower shall be deemed to have selected a Eurocurrency Interest Period of one month’s duration. If no BA Interest Period is specified with respect to a BA Rate Loan then the Canadian Borrower shall be deemed to have selected a BA Interest Period of one month. Each such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part Borrowing shall be in an aggregate amount of such Borrowing for purposes of this Agreementnot less than the Minimum Currency Threshold.

Term Loan Borrowings. (a) Each All Term Loan Borrowings shall be made as part upon receipt of a Borrowing consisting of Term Loans made or Converted Request given by the Lenders ratably in accordance with their respective Commitments; provided, however, that U.S. Borrower (which each Foreign Borrower hereby authorizes the failure of any Lender U.S. Borrower to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (bprovide) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in not later than 12:00 noon (New York, New York, and the Agent shall promptly credit the amounts so received to the account or accounts specified from time to time in York City time) (i) one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender Business Day prior to the requested date of Borrowing, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of Borrowing, in the case of Eurocurrency Rate Loans or BA Rate Loans (or, in the case of any Borrowing that on the Closing Date, at such Lender will not make available to later time as may be agreed by the Agent such Lender’s portion Agent). The Borrowing Request shall specify (A) the requested date of such Borrowing, (B) the Agent may assume that such Lender has made such portion available to aggregate amount of each proposed Borrowing and the Agent on the date of Term Loan Facility under which such Borrowing in accordance with this subsection is to be made, (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iC) in the case of Loans denominated in Dollars, whether any portion of the Borrowerproposed Borrowing will be Eurocurrency Rate Loans, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (iiD) in the case of such LenderLoans denominated in Canadian Dollars, whether any portion of the proposed Borrowing will be BA Rate Loans, (E) in the case of any Eurocurrency Rate Loans, the Federal Funds Effective Rateinitial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency Rate Loans and in the case of any BA Rate Loan, the initial BA Interest Period or BA Interest Periods thereof and (F) the account or accounts into which the proceeds of such Term Loans are to be deposited. If no Eurocurrency Interest Period is specified with respect to any requested Eurocurrency Rate Loan, then the applicable Borrower shall be deemed to have selected a Eurocurrency Interest Period of one month’s duration. If no BA Interest Period is specified with respect to a BA Rate Loan then the Canadian Borrower shall be deemed to have selected a BA Interest Period of one month. Each such Lender Term Loan Borrowing shall repay be in an aggregate amount of not less than the Minimum Currency Threshold. Notwithstanding the foregoing, all Canadian Term A Loans borrowed on the Incremental Amendment No. 1 Effective Date shall initially take the form of a pro rata increase in each then outstanding Borrowing of Canadian Term A Loans. Notwithstanding anything to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of contrary provided in this Agreement, the initial Borrowing of U.S. Term B-4 Loans on the Incremental Amendment No. 8 Effective Date shall be a Borrowing of Eurocurrency Rate Loans with an initial Eurocurrency Interest Period ending on February 28, 2020 and an initial Eurocurrency Rate of 1.72028%.

Term Loan Borrowings. (a) Each Term Loan Borrowing shall be made as part upon the Borrower’s notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower) to the Administrative Agent, which must be given not later than 11:00 a.m. at least twelve (12) Business Days in advance of the requested date of such Borrowing consisting (or, in the case of Term Loans made or Converted by the Borrowing to occur on the Closing Date, such shorter period as the Lenders ratably may agree to in accordance with their respective Commitmentssole discretion). Each Loan Notice shall specify the requested date of the Borrowing (which shall be a Business Day); provided, however, that, in respect of a notice to borrow the Tranche B Term Loans, the Borrower may, by written notice to the Administrative Agent, (i) provide a revocable notice that is conditioned upon the failure satisfaction of any Lender a closing condition in the Asset Acquisition Agreement related to make any receipt of necessary antitrust or similar regulatory approvals and/or (ii) change the requested date of the Borrowing in such Loan Notice to a date after the originally requested date of the Borrowing in order to fund the Tranche B Term Loan Loans substantially concurrently with the closing of the Asset Acquisition; provided, that, in the case of this clause (ii), such changed date shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender be more than 60 days after the original requested date and the Borrower shall be responsible for any interest costs, expenses or fees, from the failure originally requested date of any other Lender the Borrowing to make any Term Loan required to be made by such other Lender)changed date, of the Administrative Agent and Lenders in sourcing the funds. (b) Each Lender shall make each Term Following receipt of a Loan to be made by it hereunder on Notice, the proposed date thereof by wire transfer of immediately available funds to the Agent in New York, New York, and the Administrative Agent shall promptly credit notify each Lender of the amounts so received amount of its Applicable Percentage of the applicable Term Loans. Upon satisfaction of the applicable conditions set forth in Section 5.06 (provided, that, in addition to Section 5.06 (i) if such Borrowing is the account Borrowing of the Tranche A Loans, Sections 5.01 and 5.02, or accounts specified from time (ii) if such Borrowing is the Borrowing of the Tranche B Term Loans, Section 5.03, (iii) if such Borrowing is the Borrowing of the Tranche C Term Loans, Section 5.04 or (iv) if such Borrowing is the Borrowing of the Tranche D Term Loans, Section 5.05), each Lender shall wire transfer an amount equal to time in one or more notices delivered by its Applicable Percentage of the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. applicable Term Loans shall be made by the Lenders pro rata to Borrower in accordance with Section 2.12. Unless instructions provided to (and acceptable to) the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender’s portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this subsection (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of Lenders by the Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement.