Common use of Term Loan Borrowings Clause in Contracts

Term Loan Borrowings. All Term Loan Borrowings shall be made upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one 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 on the Closing Date, at such later time as may be agreed by the Agent). The Borrowing Request shall specify (A) the requested date of Borrowing, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Term Loan Borrowings shall be made on the Closing Date upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one Business Day prior to the requested date of BorrowingClosing Date, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of BorrowingClosing Date, in the case of Eurocurrency Rate Loans or BA Rate Loans (or, in the case of any Borrowing on the Closing Date, at such later time as may be agreed by the Agent)Loans. The Borrowing Request shall specify (A) the requested date of BorrowingClosing Date, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency Rate Loans and in the case of any BA Rate LoanLoans, the initial BA Interest Period or BA Interest Periods thereof and (FE) the account or accounts into which the proceeds of such Term Loans are to be deposited. If Term Loans shall be made as Base Rate Loans unless, subject to Section 2.14, the Borrowing Request specifies that all or a portion thereof shall be Eurocurrency Rate Loans. Notwithstanding anything to the contrary set forth herein, (i) if Eurocurrency Rate Loans are made on the Closing Date, (ii) if no Eurocurrency Interest Period is specified with respect to any requested Eurocurrency Rate LoanLoan after the Closing Date, then the Eurocurrency Interest Period applicable Borrower to such Loans shall be deemed to have selected a Eurocurrency Interest Period be of one month’s duration. If duration and (iii) if no BA Interest Period interest Type is specified with respect to a BA Rate any requested Loan, then such Loan then the Canadian Borrower shall be deemed to have selected be a BA Interest Period of one monthBase Rate Loan. Each such Term Loan Borrowing shall 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.

Term Loan Borrowings. All Term Loan Borrowings shall be on the Closing Date were made upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one Business Day prior to the requested date of BorrowingClosing Date, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of BorrowingClosing Date, in the case of Eurocurrency Rate Loans or BA Rate Loans (or, in the case of any Borrowing on the Closing DateLoans; provided that, at such later time as the request of the U.S. Borrower, the Yen Term Loan may be agreed by the Agent)borrowed on January 29, 2007. The Borrowing Request shall specify (A) the requested date Closing Date or, if the U.S. Borrower so elects, January 29, 2007 in the case of Borrowingthe Yen Term Loan only, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency Rate Loans and in the case of any BA Rate LoanLoans, the initial BA Interest Period or BA Interest Periods thereof and (FE) the account or accounts into which the proceeds of such Term Loans are to be deposited. U.S. Term Loans and Canadian Term Loans shall be made as Base Rate Loans unless, subject to Section 2.14, the Borrowing Request specifies that all or a portion thereof shall be Eurocurrency 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Term Loan Borrowings shall be made upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one 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 on the Closing Date, at such later time as may be agreed by the Agent). The Borrowing Request shall specify (A) the requested date of Borrowing, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Borrowings of Term Loan Borrowings Loans shall be made upon receipt of a Notice of Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. applicable Borrower to provide) to the Administrative Agent not later than 12:00 noon 11:00 a.m. (New York City timeTime) (i) one Business Day prior to on the requested date of BorrowingClosing Date (or, in the case of the Tranche C Loans made pursuant to Amendment No. 1, the Tranche C Amendment Effective Date), in the case of a Borrowing 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 Closing Date (or, in the case of any the Tranche C Loans made pursuant to Amendment No. 1, the Tranche C Amendment Effective Date), in the case of a Borrowing on the Closing Date, at such later time as may be agreed by the Agent)of Eurocurrency Rate Loans. The Notice of Borrowing Request shall specify (A) the requested date Closing Date (or, in the case of Borrowingthe Tranche C Loans made pursuant to Amendment No. 1, the Tranche C Amendment Effective Date), (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be madeand, (C) in the case of Loans denominated in DollarsTranche B Borrowings, the currency, of such proposed Borrowings (C) whether any portion of the proposed Borrowings will be of Base Rate Loans or Eurocurrency Rate Loans, and (D) the initial Interest Period or Periods for any such Eurocurrency Rate Loans. Term Loans denominated in Dollars or Canadian Dollars shall be made as Base Rate Loans unless (subject to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)) the Notice of Borrowing will specifies that all or a portion thereof shall be Eurocurrency Rate Loans, (D) in the case of . Tranche B Euro Loans denominated in Canadian Dollars, whether any portion of the proposed Borrowing will shall be BA Rate Loans, (E) in the case of any Eurocurrency Rate Loans, the initial Eurocurrency Interest Period or Eurocurrency Interest Periods for any made as Eurocurrency Rate Loans and in the case of any BA shall not be available as Base 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Borrowings of Term Loan Borrowings Loans shall be made upon receipt of a Notice of Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Administrative Agent not later than 12:00 noon 1:00 p.m. (New York City timeTime) (i) one Business Day prior to the requested date of BorrowingClosing Date, in the case of Initial Term Loans, in the case of a Borrowing of Base Rate Loans and (ii) three U.S. Government Securities 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 on the Closing Date, at such later time shorter period as may be agreed by the Administrative Agent)) prior to the Closing Date, in the case of Initial Term Loans, in the case of a Borrowing of Term SOFR Rate Loans. The Notice of Borrowing Request shall specify (A) the requested date of BorrowingClosing Date, (B) the aggregate amount of each such proposed Borrowing and the Term Loan Facility under which such Borrowing is to be madeBorrowings, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing thereof will be Eurocurrency made as Base Rate Loans, Loans or Term SOFR Rate Loans and (D) in the case of Loans 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 initial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency such Term SOFR Rate Loans. Any Notice of Borrowing delivered in connection with the funding of the Facilities on the Closing Date may be revoked by Borrower subject to Section 2.14(e) hereof. Term Loans shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of Borrowing specifies that all or a portion thereof shall be Term SOFR Rate Loans. (p) The Administrative Agent shall give to each applicable Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Daily Simple SOFR Rate Loans or Term SOFR Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a). Each Lender shall, before 12:00 P.M. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.9, in immediately available funds, such Xxxxxx’s Ratable Portion of such proposed Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the conditions set forth in Section 3.1 and Section 3.2, as applicable, the Administrative Agent will promptly make such funds available to Borrower and in any event within one Business Day thereafter. (q) Unless the case Administrative Agent shall have received notice from a Lender prior to the date 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 proposed Borrowing with respect to any requested Eurocurrency Rate Loanwhich such Lender holds a Commitment that such Lender shall not make available to the Administrative Agent such Xxxxxx’s Ratable Portion of such Borrowing, then the applicable Administrative Agent may assume that such Xxxxxx has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to Borrower shall be deemed to have selected on such date a Eurocurrency Interest Period of one month’s durationcorresponding amount. If no BA Interest Period and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent within three Business Days of the date of such Borrowing, such Lender and Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount 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 Term Loan Borrowing shall 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.made

Term Loan Borrowings. All Term Loan Borrowings shall be made upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one 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 Eurocur- rency Rate Loans or BA Rate Loans (or, in the case of any Borrowing on the Closing Date, at such later time as may be agreed by the Agent). The Borrowing Request shall specify (A) the requested date of Borrowing, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans denominated in Canadian Dollars, whether any portion of the proposed Borrowing will be BA Rate Loans, (E) in the case of any Eurocurrency Euro- currency Rate Loans, the initial Eurocurrency Interest Period or Eurocurrency Interest 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 account ac- count or accounts into which the proceeds of such Term Loans are to be depositeddepos- 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 Interest Inter- est Period is specified with respect to a BA Rate Loan then the Canadian Borrower Bor- rower shall be deemed to have selected a BA Interest Period of one month. Each such Term Loan Borrowing shall 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 Bor- rowing of Canadian Term A Loans.. (c) The Agent shall give to each applicable Lender prompt no- xxxx of the Agent’s receipt of a Borrowing Request and, if Eurocurrency Rate Loans or BA Rate Loans are properly requested in such Borrowing Request, the applicable interest rate determined pursuant to Section 2.11(a). Each applicable Lender shall, before 3:00 p.m. (New York City time) on the date of the proposed Borrowing, make available to the Agent at the Agent’s Office, in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. If a Lender funds such Borrowing to the Agent, upon fulfillment (or due waiver in ac- cordance with Section 9.02) on the requested date of Borrowing of the conditions

Term Loan Borrowings. All Term Loan Borrowings shall be made upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one 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 on the Closing Second Restatement Effective Date, at such later time as may be agreed by the Agent). The Borrowing Request shall specify (A) the requested date of Borrowing, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial 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 (FE) 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Term Loan Borrowings shall be made on the Closing Date upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one Business Day prior to the requested date of BorrowingClosing Date, in the case of Base Rate Loans and (ii) three Business Days prior to the requested date of BorrowingClosing Date, in the case of Eurocurrency Rate Loans or BA Rate Loans (or, in the case of any Borrowing on the Closing DateLoans; provided that, at such later time as the request of the U.S. Borrower, the Yen Term Loan may be agreed by the Agent)borrowed on January 29, 2007. The Borrowing Request shall specify (A) the requested date Closing Date or, if the U.S. Borrower so elects, January 29, 2007 in the case of Borrowingthe Yen Term Loan only, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial Eurocurrency Interest Period or Eurocurrency Interest Periods for any Eurocurrency Rate Loans and in the case of any BA Rate LoanLoans, the initial BA Interest Period or BA Interest Periods thereof and (FE) the account or accounts into which the proceeds of such Term Loans are to be deposited. U.S. Term Loans and Canadian Term Loans shall be made as Base Rate Loans unless, subject to Section 2.14, the Borrowing Request specifies that all or a portion thereof shall be Eurocurrency 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Term Loan Borrowings shall be made upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one 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 on the Closing Second Restatement Effective Date, at such later time as may be agreed by the Agent). The Borrowing Request shall specify (A) the requested date of Borrowing, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial 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 (FE) the account or accounts into which the proceeds of such Term Loans are to be deposited. All Canadian Term C Loans shall be made as Canadian Base Rate Loans unless the applicable Borrowing Request 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Subject to the terms and conditions expressly set forth herein, each Term Lender severally agrees to make to the Lead Borrower on the Closing Date one or more Term Borrowings denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Term Lender’s Term Commitment. Subject to the terms and conditions expressly set forth herein, with respect to any First Amendment Term Lender having a Term Commitment as of the First Amendment Effective Date, each First Amendment Term Lender agrees to make a Term Loan Borrowings shall to the Lead Borrower on the First Amendment Effective Date in the principal amount not to exceed its Term Commitment as of the First Amendment Effective Date. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be made upon receipt of a Borrowing Request given re-borrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.” (ii) Delayed Draw Term Loan Borrowings. Subject to the terms and conditions expressly set forth herein, each Term Lender agrees to make term loans denominated in Dollars equal to such Term Lenders’ Delayed Draw Term Loan Commitment (“Delayed Draw Term Loans”) in the amount requested from time to time by the U.S. Borrower (which each Foreign Borrower hereby authorizes at such time pursuant to this Section 2.01(b) on any Business Day during the U.S. Borrower period from the Closing Date until the Delayed Draw Term Loan Commitment Expiration Date, in an aggregate principal amount not to provide) to exceed at any time outstanding the Agent not later than 12:00 noon (New York City time) amount of such Term Lenders’ Delayed Draw Term Loan Commitment; provided that (i) one Business Day prior to the amount of the Delayed Draw Term Loans requested date by the Borrower at such time shall not exceed the aggregate amount of Borrowing, in the case of Base Rate Loans unfunded Delayed Draw Term Loan Commitments at such time; and (ii) three Business Days prior the terms of each Delayed Draw Term Loan shall be identical to the requested date of Borrowing, in terms applicable to the case of Eurocurrency Rate Loans or BA Rate Loans (Initial Term Loans. Amounts borrowed under this Section 2.01(b) and repaid or, in the case of any Borrowing on the Closing Date, at such later time as may be agreed by the Agent). The Borrowing Request shall specify (A) the requested date of Borrowing, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial 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 Term Loan Borrowing shall 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.

Term Loan Borrowings. All Term Loan Borrowings shall be made upon receipt of a Borrowing Request given by the U.S. Borrower (which each Foreign Borrower hereby authorizes the U.S. Borrower to provide) to the Agent not later than 12:00 noon (New York City time) (i) one 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 on the Closing Date, at such later time as may be agreed by the Agent). The Borrowing Request shall specify (A) the requested date of Borrowing, (B) the aggregate amount of each proposed Borrowing and the Term Loan Facility under which such Borrowing is to be made, (C) in the case of Loans denominated in Dollars, whether any portion of the proposed Borrowing will be Eurocurrency Rate Loans, (D) in the case of Loans 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 initial 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 Term Loan Borrowing shall 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 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%. (c) The Agent shall give to each applicable Lender prompt notice of the Agent’s receipt of a Borrowing Request and, if Eurocurrency Rate Loans or BA Rate Loans are properly requested