Common use of Tranche A Loans Clause in Contracts

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (x) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (y) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided that, (i) any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective Date. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (xa) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (yb) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided thatprovided, (i) that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 10:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective DateBorrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:2.01(a): (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”". If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A 's Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed Subject to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing last sentence of Tranche A Loansthis Section 2.01(a), the Borrower shall notify and Lenders agree that the Administrative Agent of such request by telephone (x) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date repayment of the proposed Borrowing and (y) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date outstanding principal amount of the proposed Borrowing; provided that, (i) any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing Tranche A Loan together with accrued and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective Date. Each such telephonic Borrowing Request unpaid interest and fees thereon shall be irrevocable accomplished as follows with effect from and shall be confirmed promptly by hand delivery, courier or telecopy to after the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01Second Restatement Date: (i) on the Second Restatement Date, the Borrower shall deliver an irrevocable instruction letter to The Bank of New York Mellon, in the form attached hereto as Exhibit D (“Instruction Letter”), pursuant to which the Borrower shall direct The Bank of New York Mellon, as promptly as possible on or after the Second Restatement Date, to (i) assign, transfer, convey and deliver to the account of each Lender specified in the Instruction Letter the number of units of Underlying Equity specified therein for such Lender free and clear of all liens and encumbrances (other than as provided in the Transaction Agreement or imposed by applicable law) and (ii) pay to the account of each Lender specified in the Instruction Letter cash representing the aggregate amount of accrued and unpaid interest owing to such Lender on the requested Borrowing;Tranche A Loans as of the Second Restatement Date; and (ii) the date remaining unpaid principal amount of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) the Tranche A Loans in the case amount of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower $8,250,000 shall be deemed to have selected constitute an Interest Period outstanding Tranche B Loan (with each Lender deemed to be allocated its Ratable Share of one month’s durationsuch Tranche B Loans) and the aggregate outstanding principal amount of Tranche B Loans referred to in Section 2.01(b) shall be deemed increased by such amount effective as of the Second Restatement Date. Promptly following receipt of a Borrowing Request Notwithstanding anything to the contrary in accordance with this Section 2.04(a2.01(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan payments contemplated to be made as part pursuant to Section 2.01(a) above shall be deemed not to have occurred until each Lender shall have received in its account referred to in the Instruction Letter the units of the requested BorrowingUnderlying Equity and cash specified for such Lender in such Instruction Letter.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (x) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (y) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided that, (i) any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective Date. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”Period . If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s month s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Lender s Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed The obligation of each Lender to make Tranche A Loans available hereunder shall occur on the date (the "EFFECTIVE DATE") on or before December 4, 1997 that each Lender shall have received each of the following, in form and substance satisfactory to such Lender and its counsel: ( i) the Notes duly executed by the Administrative Agent in connection with making Borrower; ( ii) the initial Loans, to request a Borrowing of Tranche A Loans, Security and Pledge Agreement duly executed by the Borrower together with such financing statements executed by the Borrower which in the opinion of any Lender are desirable to perfect the liens and security interest created hereby and by the Security and Pledge Agreement; ( iii) the stock certificates evidencing the Pledged Stock, accompanied by undated stock powers duly executed in blank; ( iv) evidence that either the Interim Order or the Bankruptcy Order, as the case may be, shall notify have been entered by the Administrative Agent Bankruptcy Court approving the Commitments (or such lesser amount as shall be acceptable to the Lenders in their sole discretion), and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended; ( v) a copy of the charter, as amended and in effect, of the Borrower certified as of recent date by the Secretary of State of the State of Delaware, and a certificate from such Secretary of State dated as of recent date as to the good standing of and charter documents filed by the Borrower; ( vi) a certificate from the Secretary of the Borrower, dated the Effective Date, certifying (A) that the attached are true and complete copies of the by-laws of the Borrower as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such request certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by telephone the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Facility Documents to which the Borrower is a party and the extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (xC) in that the case charter of a Eurodollar Borrowing, the Borrower has not later than 1:00 p.m., New York City time, three (3) Business Days before been amended since the date of the proposed Borrowing certification thereto furnished pursuant to clause (v) above, and (yD) as to the incumbency and specimen signature of each officer of the Borrower executing the Facility Documents; ( vii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary of the Borrower; ( viii) a certificate of a duly authorized officer of the Borrower, dated the Effective Date, stating that (A) the representations and warranties in Article 7 of this Agreement and in the case other Facility Documents are true and correct on such date as though made on and as of such date, (B) no event has occurred and is continuing which constitutes a Default or an Event of Default hereunder and (C) no material adverse change in the assets, business, operations or financial condition of the Borrower has occurred or become known since the Petition Date, except as disclosed in writing by the Borrower to the Lender prior to the Effective Date; ( ix) upon the entry of an ABR BorrowingOrder, not later than 12:00 p.m., New York City time, the liens and security interests in favor of the Lender pursuant hereto and the Security and Pledge Agreement shall be valid and perfected first priority Liens prior (except for Permitted Liens to which such Liens and security interests are subordinate and junior) to all other Liens in or on the date collateral intended to be subject thereto; ( x) copies of all property insurance policies of the proposed Borrowing; provided thatBorrower; ( xi) an opinion of Faegre & Xxxxxx LLP, (ias counsel to the Borrower, dated the Effective Date, substantially in the form attached hereto as Exhibit E-1; ( xii) any such notice an opinion of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m.Xxxx X. Xxxxxx, New York City time, on the date Assistant General Counsel of the proposed Borrowing Borrower, dated the Effective Date, substantially in the form attached hereto as Exhibit E-2; ( xiii) evidence that all fees, retainers and (ii) any such notice of a Eurodollar Borrowing expenses required by this Agreement to be advanced paid on or before the Effective Date may shall have been paid in full (or will be given not later than 11:00 a.m., New York City time, on upon the Effective Date. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (i) the aggregate amount making of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar BorrowingTranche A Loan hereunder); and (iv( xiv) in such other approvals, opinions or documents as the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan to be made as part of the requested Borrowingmay reasonably request.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (xa) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (yb) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided thatprovided, (i) that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective DateBorrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:2.01(a): (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”". If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s 's Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed Each Lender severally agrees to by the Administrative Agent in connection with making the initial Loans, lend to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (x) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (y) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City timeBorrowers, on a joint and several basis, from time to time during the date period from the Closing Date to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the proposed Borrowing; provided that, (i) any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective Date. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (i) the aggregate amount of the requested Borrowing; Tranche A Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Tranche A Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche A Commitments is $115,000,000; provided, however, that in the event the Thai Asset Sale shall have been consummated on or prior to the Closing Date, the aggregate original amount of the Tranche A Commitments shall be reduced on the Closing Date to $95,000,000 (and the original Tranche A Commitments of Lenders shall be ratably reduced to reflect such reduction in the aggregate original amount of the Tranche A Commitments) without any reduction to the Tranche A Loss Sharing Sublimit or the Tranche A Letter of Credit Sublimit then in effect; and provided further, that the Tranche A Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche A Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Lender's Tranche A Commitment shall expire on the Termination Date and all Tranche A Loans and all other amounts owed hereunder with respect to the Tranche A Loans and the Tranche A Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(i) (other than Tranche A Loss Sharing Loans) may be repaid and reborrowed up to but excluding the Termination Date; amounts borrowed as Tranche A Loss Sharing Loans and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, (i) in no event shall the Total Utilization of Tranche A Commitments at any time exceed the Tranche A Commitments, (ii) in no event shall the date principal amount of such BorrowingTranche A Loans outstanding at any time (other than Tranche A Loss Sharing Loans and Tranche A Loans made to reimburse a drawing under a Tranche A Letter of Credit under subsection 3.3) exceed the least of (x) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or the Final Borrowing Order, which shall be a Business Day; as applicable, (y) the Advance Limit then in effect, and (z) the Tranche A Commitments then in effect minus the Tranche A Letter of Credit Sublimit then in effect minus the Tranche A Loss Sharing Sublimit, and (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in no event shall the case principal amount of a Eurodollar BorrowingTranche A Loss Sharing Loans outstanding at any time exceed the Tranche A Loss Sharing Sublimit or, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as when added to the Type principal amount of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect all other outstanding Tranche A Loans (other than Tranche A Loans made to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period reimburse a drawing under a Tranche A Letter of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(aCredit), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan permitted to be made outstanding pursuant to the Interim Borrowing Order or Final Borrowing Order, as part of the requested Borrowingapplicable.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (xa) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (yb) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided thatprovided, (i) that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective DateBorrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:2.01(a): (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent Agents in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Paying Agent of such request by telephone or electronic transmission (xi) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (yii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided that, (i) any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m.noon, New York City time, on the date of the proposed Borrowing and (ii) any such notice subject, in the case of a Eurodollar Borrowing an ABR Borrowing, to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective Datelast sentence of this Section 2.03(a)). Each such telephonic Borrowing Request shall be irrevocable (except to the extent provided in Section 2.08) and shall be confirmed promptly by hand delivery, courier delivery or telecopy to the Administrative Paying Agent of a written Borrowing Request in a form reasonably acceptable to approved by the Administrative Paying Agent and signed by the Borrower. Each such telephonic or electronic transmission and written Borrowing Request shall specify the following information in compliance with Section 2.01:2.01(a): (i) the aggregate amount of the requested BorrowingBorrowing (which shall not be less than $1,000,000 (and integral multiples of $1,000,000); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a2.03(a), the Administrative Paying Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed (i) Subject to by the Administrative Agent in connection with making terms and conditions, and relying upon the initial Loansrepresentations and warranties, set forth herein, each Lender severally agrees to request make revolving loans (individually a Borrowing of "Tranche A Loan" and, collectively, the "Tranche A Loans") to the Company from time to time during the Revolving Credit Commitment Period up to but not exceeding at any one time outstanding the amount of its Commitment; provided, the Borrower however, that no Tranche A Loan shall notify the Administrative Agent of be made if, after giving effect to such request by telephone Tranche A Loan, (x) the Aggregate Outstandings at the time of such Tranche A Loan would exceed the Total Commitment in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and effect at such time or (y) the aggregate outstanding amount of the Tranche A Loans would exceed the aggregate Commitments of the Lenders in effect at such time to make Tranche A Loans. During the case of an ABR BorrowingRevolving Credit Commitment Period, not later than 12:00 p.m.the Company may from time to time borrow, New York City time, repay and reborrow hereunder on or after the date of hereof and prior to the proposed Borrowing; provided thatRevolving Credit Commitment Termination Date, subject to the terms, provisions and limitations set forth herein. (iii) any such The Company shall give the Agent irrevocable written notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e(or telephonic notice promptly confirmed in writing) may be given not later than 11:00 a.m., New York, New York City time, on not less than one Business Day prior to the date of each proposed Tranche A Loan under this Section 2.01(b). Such notice shall be in the proposed form of the Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m.Certificate, New York City time, on the Effective Date. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (ix) the aggregate amount of the requested Borrowing; proposed borrowing, (iiy) the date proposed use of the loan proceeds, and (z) the proposed Borrowing Date. Upon receipt of such BorrowingBorrowing Certificate from the Company, the Agent shall promptly notify each Lender thereof. Except for borrowings which utilize the full remaining amount of the Total Commitment, each borrowing shall be a Business Day;in an amount not less than $500,000 or, if greater, whole multiples of $100,000 in excess thereof. Funding of all Loans shall be made in accordance with Section 3.09 of this Agreement. (iii) whether The Company shall have the right, upon not less than one Business Day's prior written notice to the Agent, to terminate the aggregate Commitments to make Tranche A Loans or from time to time to permanently reduce the amount of the aggregate Commitments to make Tranche A Loans; provided, however, that no such Borrowing is termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Loans made on the effective date thereof (x), the Aggregate Outstandings would exceed the Total Commitment as then reduced or (y) the aggregate outstanding amount of the Tranche A Loans would exceed the aggregate Commitments of the Lenders in effect at such time to make Tranche A Loans as then reduced. Any such reduction shall be an ABR Borrowing in the amount of $1,000,000 or a Eurodollar Borrowing; andwhole multiples of $100,000 in excess thereof, and shall reduce permanently the amount of the Commitments to make Tranche A Loans then in effect. (iv) in The several agreement of the case of a Eurodollar BorrowingLenders to make revolving Tranche A Loans pursuant to this Section 2.01(b) shall automatically terminate on the Revolving Credit Commitment Termination Date. On the Revolving Credit Commitment Termination Date, the initial Interest Period outstanding principal amount of the Tranche A Loans shall cease to be applicable theretorevolving loans and shall automatically convert to term loans, which shall be a period contemplated by the definition and any repayment or prepayment of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of Loans after such Tranche A Lender’s Tranche A Loan to date may not be made as part of the requested Borrowingreborrowed.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (xa) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (yb) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided thatprovided, (i) that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective DateBorrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:2.01(a): (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”". If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s 's Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (xa) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (yb) in the case of an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on one Business Day before the date of the proposed Borrowing; provided thatprovided, (i) that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 10:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective DateBorrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:2.01(a): (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and; (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the wiring instructions for the Existing First Lien Lenders to be repaid. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (x) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (y) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided thatprovided, (i) that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective DateBorrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Administrative Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan to be made as part of the requested Borrowing.

Tranche A Loans. Unless otherwise agreed to by the Administrative Agent Agents in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Paying Agent of such request by telephone (xi) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (yii) in the case of an ABR Borrowing, not later than 12:00 2:00 p.m., New York City time, on one (1) Business Day before the date of the proposed Borrowing (subject, in the case of an ABR Borrowing, to the last sentence of this Section 2.03(a)); provided thatprovided, (i) that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e2.02(e) may be given not later than 11:00 a.m.12:00 noon, New York City time, on the date of the proposed Borrowing and (ii) any such notice of a Eurodollar Borrowing to be advanced on the Effective Date may be given not later than 11:00 a.m., New York City time, on the Effective DateBorrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier delivery or telecopy to the Administrative Paying Agent of a written Borrowing Request in a form reasonably acceptable to approved by the Administrative Paying Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:2.01(a): (i) the aggregate amount of the requested Borrowing (which shall not be less than $5,000,000 (and integral multiples of $1,000,000) in the case of a Eurodollar Borrowing and $1,000,000 (and integral multiples of $100,000) in the case of an ABR Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a2.03(a), the Administrative Paying Agent shall advise each Tranche A Lender of the details thereof and of the amount of such Tranche A Lender’s Tranche A Loan to be made as part of the requested Borrowing. Notwithstanding anything to the contrary contained herein, with respect to an ABR Borrowing in an aggregate amount of $20,000,000 or less, the Lenders shall make such Borrowings available to the Paying Agent and the Paying Agent shall disburse such Borrowings in accordance with the Borrower’s instructions consistent with this Agreement by 3:00 p.m., New York City time, on the same Business Day that the Borrower gives notice to the Paying Agent of such Borrowing by 12:00 p.m., New York City time.