Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term B Loans on the Closing Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M.12:00 Noon, New York City time), one (a) three Business Day Days prior to the anticipated Closing requested Borrowing Date, in the case of Eurodollar Loans (and accompanied by a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent) and (b) the date of the proposed Borrowing Date, in the case of ABR Loans requesting that the U.S. Term A Lenders make the U.S. Term B A Loans on the Closing Restatement Effective Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each U.S. Term A Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Restatement Effective Date each U.S. Term A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the U.S. Term B A Loan or U.S. Term A Loans to be made by such Lender. The Administrative Agent shall credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term A Lenders in immediately available funds. (b) Except as set forth The Canadian Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time), (a) three Business Days prior to the requested Borrowing Date, in SECTION 2.09the case of CDOR Loans and (b) the date of the proposed Borrowing Date, SECTION 2.10 and SECTION 2.11, Term Loans shall be either in the case of Canadian Prime Rate Loans or LIBO requesting that the Canadian Term A Lenders make the Canadian Term A Loans as on the Borrower may request (which request shall substantially Restatement Effective Date and specifying the amount to be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03borrowed. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office Upon receipt of such notice the Administrative Agent shall promptly notify each Canadian Term A Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern 12:00 Noon, New York City time) , on the Amendment No. 1 Restatement Effective Date each Additional Canadian Term B-1 A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Canadian Term B-1 A Loan or Canadian Term A Loans to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Administrative Agent shall credit the account of the Canadian Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Canadian Term B-1 A Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 10:00 A.M., New York City time, one Business Day prior to on the anticipated Closing Funding Date) requesting that the Term Lenders make the Term B Loans on the Closing Funding Date and specifying the amount to be borrowed and borrowed, whether the such Term B Loans will initially Loan shall be LIBO Eurodollar Loans or Prime Rate ABR Loans (and, if LIBO in the case of Eurodollar Loans, the initial Interest Period for such Loans)applicable thereto, which shall be a period contemplated by the definition of “Interest Period”. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 noon11:00 A.M., New York City time, on the Closing Funding Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) Except . If no election as set forth in SECTION 2.09to the Type of Term Loan is specified, SECTION 2.10 and SECTION 2.11, then the requested Term Loans Loan shall be either Prime Rate Loans or LIBO Loans as the an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Tranche, then Borrower may shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a borrowing request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03Section, the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such Term Lender’s Term Loan to be made. Each Term Loan shall be made by the Term Lenders ratably in accordance with their applicable Term Commitments; provided that the failure of any Term Lender to make its Term Loan shall not in itself relieve any other Term Lender of its obligation to lend hereunder (it being understood, however, that no Term Lender shall be responsible for the failure of any other Term Lender to make any Term Loan required to be made by such other Term Lender). ABR Loans comprising any Term Loan shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Term Commitments. Eurodollar Loans comprising any Term Loan shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Term Commitments. Subject to Sections 2.16 and 2.18, each Eurodollar Tranche shall be comprised entirely of Eurodollar Loans as Borrower may request pursuant to Section 2.12. Each Term Lender may fulfill at its Commitment with respect to option make any Term B Eurodollar Loan by causing any lending office domestic or foreign branch or Affiliate of such Term Lender to make such Term B Loan; provided, however, provided that any exercise of such use of a lending office option shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethis Agreement. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred outstanding at the same time, but in any event no more than ten (10) Borrowings subject to Section 2.13. For purposes of LIBO Loans may be outstanding at any time. (c) The procedures for the funding foregoing, Eurodollar Tranches having different Interest Periods, regardless of Incremental Term Loans whether they commence on the same date, shall be as set forth in considered separate Borrowings. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Tranche if the applicable Incremental Interest Period requested with respect thereto would end after the Term Loan AmendmentMaturity Date. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit E (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the anticipated Closing requested Borrowing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term B Loans on the Closing Date and Funding Date, specifying the amount to be borrowed borrowed, the requested Borrowing Date and whether the such Term B Loans will initially Loan shall be LIBO Eurodollar Loans or Prime Rate ABR Loans (and, if LIBO in the case of Eurodollar Loans, the initial Interest Period for such Loans)applicable thereto, which shall be a period contemplated by the definition of “Interest Period”. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 noon11:00 A.M., New York City time, on the Closing Funding Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in Dollars in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) Except . If no election as set forth in SECTION 2.09to the Type of Term Loan is specified, SECTION 2.10 and SECTION 2.11, then the requested Term Loans Loan shall be either Prime Rate Loans or LIBO Loans as the an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Tranche, then Borrower may shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a borrowing request (which request shall substantially be made in the form attached hereto as of Exhibit B-1) subject to E and in accordance with this SECTION 2.03Section, the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such Term Lender’s Term Loan to be made. Each Term Loan shall be made by the Term Lenders ratably in accordance with their applicable Term Commitments; provided that the failure of any Term Lender to make its Term Loan shall not in itself relieve any other Term Lender of its obligation to lend hereunder (it being understood, however, that no Term Lender shall be responsible for the failure of any other Term Lender to make any Term Loan required to be made by such other Term Lender). ABR Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Eurodollar Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Subject to Sections 2.16 and 2.18, each Eurodollar Tranche shall be comprised entirely of Eurodollar Loans as Borrower may request in accordance herewith. Each Term Lender may fulfill at its Commitment with respect to option make any Term B Eurodollar Loan by causing any lending office domestic or foreign branch or Affiliate of such Term Lender to make such Term B Loan; provided, however, provided that any exercise of such use of a lending office option shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethis Agreement. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred outstanding at the same time, but in any event no more than ten (10) Borrowings subject to Section 2.13. For purposes of LIBO Loans may be outstanding at any time. (c) The procedures for the funding foregoing, Eurodollar Tranches having different Interest Periods, regardless of Incremental Term Loans whether they commence on the same date, shall be as set forth in considered separate borrowings. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Tranche if the applicable Incremental Interest Period requested with respect thereto would end after the Term Loan AmendmentMaturity Date. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Initial US Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M.12:00 Noon, New York City time, one Business Day prior to on the day of the anticipated Closing Date) requesting that the US Term Lenders make the US Term B Loans on the Closing Date and specifying the amount to be borrowed and whether borrowed. The US Term Loans made on the Term B Loans will Closing Date shall initially be LIBO Loans or Prime Rate Loans (and, if LIBO ABR Loans, the Interest Period for such Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each US Term Lender thereof. Not later than 12:00 noon1:00 P.M., New York City time, on the Closing Date each US Term Lender shall make available to the Administrative Agent at the US Funding Office an amount in immediately available funds equal to the US Term B Loan or US Term Loans to be made by such Lender. The Administrative Agent shall credit the account of designated in writing by the Initial US Borrower on the books of such office of to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the US Term Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09The CDN Borrower shall give the Canadian Administrative Agent irrevocable notice (which notice must be received by the Canadian Administrative Agent prior to 12:00 Noon, SECTION 2.10 and SECTION 2.11New York City time, on the day of the anticipated Closing Date) requesting that the CDN Term Lenders make the CDN Term Loans on the Closing Date and specifying the amount to be borrowed. The CDN Term Loans made on the Closing Date shall initially be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made i) in the form attached hereto as Exhibit B-1case of C$ CDN Term Loans, CDN Prime Loans, and (ii) subject to and in accordance with this SECTION 2.03the case of US$ CDN Term Loans, ABR Loans. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office Upon receipt of such notice the Canadian Administrative Agent shall promptly notify each CDN Term Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern P.M., New York City time) , on the Amendment No. 1 Effective Closing Date each Additional CDN Term B-1 Lender shall make available to the Canadian Administrative Agent at the Canadian Funding Office an amount in immediately available funds equal to the CDN Term B-1 Loan or CDN Term Loans to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Canadian Administrative Agent shall credit the account of designated in writing by the CDN Borrower on to the books of such office of the Canadian Administrative Agent with the aggregate of the amounts made available to the Canadian Administrative Agent by the Additional CDN Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Second Restatement Date) requesting that the U.S. Term Lenders make the U.S. Term B Loans on the Closing Second Restatement Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each U.S. Term Lender thereof. Not later than 12:00 noon1:00 P.M., New York City time, on the Closing Date Second Restatement Date, each U.S. Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the U.S. Term B Loan or U.S. Term Loans to be made by such U.S. Term Lender. The Administrative Agent shall credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term Lenders in immediately available fundsfunds or in accordance with Section 2.1(b). (b) Except as set forth in SECTION 2.09The Canadian Borrower shall give the Administrative Agent and the Canadian Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent and the Canadian Administrative Agent prior to 10:00 A.M., SECTION 2.10 and SECTION 2.11Toronto time, one Business Day prior to the anticipated Second Restatement Date) requesting that the Canadian Term Lenders make Canadian Term Loans shall on the Second Restatement Date and specifying the amount to be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03borrowed. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office Upon receipt of such notice the Canadian Administrative Agent shall promptly notify each Term Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern 12:00 Noon, Toronto time) , on the Amendment No. 1 Effective Second Restatement Date each Additional Canadian Term B-1 Lender shall make available to the Canadian Administrative Agent at the Funding Canadian Payment Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the Canadian Term B-1 Loan or Canadian Term Loans to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Canadian Administrative Agent shall credit the account of the Canadian Borrower on the books of such office of the Canadian Administrative Agent with the aggregate of the amounts made available to the Canadian Administrative Agent by the Additional Canadian Term B-1 Lenders in immediately available fundsfunds or in accordance with Section 2.1(b). (c) On the Second Restatement Date, Interest Periods with respect to the Term Loans shall be as follows: (i) U.S. Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing U.S. Term Loans then outstanding as Eurodollar Loans (such U.S. Term Loans to correspond in amount to Existing U.S. Term Loans of a given interest period), (ii) Canadian Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing Canadian Term Loans then outstanding as Eurodollar Loans (such Canadian Term Loans to correspond in amount to Existing Canadian Term Loans of a given interest period), (iii) Interest Periods for the U.S. Term Loans described in clause (i) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing U.S. Term Loans described in clause (i) above, and the Eurodollar Rates applicable to such U.S. Term Loans during such Interest Periods shall be the same as those applicable to such Existing U.S. Term Loans, (iv) Interest Periods for the Canadian Term Loans described in clause (ii) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing Canadian Term Loans described in clause (ii) above, and the Eurodollar Rates applicable to such Canadian Term Loans during such Interest Periods shall be the same as those applicable to such Existing Canadian Term Loans, (v) U.S. Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing U.S. Term Loans then outstanding as Base Rate Loans, and (vi) Canadian Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing Canadian Term Loans then outstanding as Base Rate Loans. No Borrower will be required to make any payments under Section 4.11 of the First Restated Credit Agreement to Existing U.S. Term Lenders that become U.S. Term Lenders or to Existing Canadian Term Lenders that become Canadian Term Lenders in connection with the exchange of their Existing U.S. Term Loans for U.S. Term Loans or their Existing Canadian Term Loans for Canadian Term Loans, as applicable, in each case, except to the extent that (i) any U.S. Term Lender’s U.S. Term Loans are less than such U.S. Term Lender’s Existing U.S. Term Loans (such amount, a “Non-Renewed U.S. Term Loan”) or (ii) any Canadian Term Lender’s Canadian Term Loans are less than such Canadian Term Lender’s Existing Canadian Term Loans (such amount, a “Non-Renewed Canadian Term Loan”), in which case the applicable Borrower shall be required to make payments under Section 4.11 of the First Restated Credit Agreement to each applicable U.S. Term Lender based on the amount of such U.S. Term Lender’s Non-Renewed U.S. Term Loan and to each applicable Canadian Term Lender based on the amount of such Canadian Lender’s Non-Renewed Canadian Term Loan.

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M.12:00 Noon, New York City time, one Business Day prior to on the anticipated Closing Amendment No. 5 Effective Date) requesting that the New Term Lenders make the New Term B Loans on the Closing Amendment No. 5 Effective Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Date Amendment No. 5 Effective Date, each applicable Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the New Term B Loan or New Term Loans to be made by such Lender. The Administrative Agent shall credit make the account proceeds of such New Term Loan or New Term Loans available to the Borrower on such Borrowing Date by wire transfer in immediately available funds to a bank account designated in writing by the books of such office of Borrower to the Administrative Agent with Agent. For all purposes hereof the aggregate Existing Initial Term Loans shall constitute Refinanced Term Loans and the New Term Loans shall constitute Replacement Term Loans. After the Amendment No. 5 Effective Date, each borrowing of Term Loans, each conversion of Term Loans from one Type to the amounts other, and each continuation of Eurodollar Rate Loans shall be made available upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03of a Committed Loan Notice. Each Lender may fulfill its Commitment with respect to any Term B such Committed Loan Notice must be received by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal not later than 11:00 a.m. (i) three (3) Business Days prior to the Term B-1 Loan requested date of any borrowing of, conversion to be made by such Additional Term B-1 Lender pursuant or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available Base Rate Loans, and (ii) one (1) Business Day prior to the Administrative Agent by the Additional Term B-1 Lenders in immediately available fundsrequested date of any borrowing of Base Rate Loans.

Procedure for Term Loan Borrowing. (a) The Borrower ASC shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term B Loans on the Closing Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)Date. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan Loan(s) to be made by such Lender. The Administrative Agent shall credit the account of the Borrower ASC on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans ASC shall be either Prime Rate Loans or LIBO Loans as give the Borrower may request Administrative Agent irrevocable notice (which request shall substantially notice must be made in received by the form attached hereto as Exhibit B-1Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the Supplemental Term Loan Date) subject to requesting that the Supplemental Term Lenders make the Supplemental Term Loan on the Supplemental Term Loan Date, certifying that a Swap Event of Default has occurred and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any the Supplemental Term B Loan by causing any lending office Amount and including a copy of the written notice of the occurrence of such Swap Event of Default from the counterparty thereto and of such counterparty's election to exercise remedies. Upon receipt of such notice the Administrative Agent shall promptly notify each Supplemental Term Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern 12:00 Noon, New York City time) , on the Amendment No. 1 Effective Supplemental Term Loan Date each Additional Supplemental Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Supplemental Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Administrative Agent shall credit the account of the Borrower ASC on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Supplemental Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term B Loans on the Closing Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Second Restatement Date) requesting that the U.S. Term Lenders make the U.S. Term B Loans on the Closing Second Restatement Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each U.S. Term Lender thereof. Not later than 12:00 noon1:00 P.M., New York City time, on the Closing Date Second Restatement Date, each U.S. Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the U.S. Term B Loan or U.S. Term Loans to be made by such U.S. Term Lender. The Administrative Agent shall credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term Lenders in immediately available fundsfunds or in accordance with Section 2.1 (b). (b) Except as set forth in SECTION 2.09The Canadian Borrower shall give the Administrative Agent and the Canadian Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent and the Canadian Administrative Agent prior to 10:00 A.M., SECTION 2.10 and SECTION 2.11Toronto time, one Business Day prior to the anticipated Second Restatement Date) requesting that the Canadian Term Lenders make Canadian Term Loans shall on the Second Restatement Date and specifying the amount to be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03borrowed. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office Upon receipt of such notice the Canadian Administrative Agent shall promptly notify each Term Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern 12:00 Noon, Toronto time) , on the Amendment No. 1 Effective Second Restatement Date each Additional Canadian Term B-1 Lender shall make available to the Canadian Administrative Agent at the Funding Canadian Payment Office an amount in immediately available funds (except as specified in Section 2.1(b)) equal to the Canadian Term B-1 Loan or Canadian Term Loans to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Canadian Administrative Agent shall credit the account of the Canadian Borrower on the books of such office of the Canadian Administrative Agent with the aggregate of the amounts made available to the Canadian Administrative Agent by the Additional Canadian Term B-1 Lenders in immediately available fundsfunds or in accordance with Section 2.1(b). (c) On the Second Restatement Date, Interest Periods with respect to the Term Loans shall be as follows: (i) U.S. Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing U.S. Term Loans then outstanding as Eurodollar Loans (such U.S. Term Loans to correspond in amount to Existing U.S. Term Loans of a given interest period), (ii) Canadian Term Loans shall be made, or deemed made, as Eurodollar Loans in an amount equal to the amount of the Existing Canadian Term Loans then outstanding as Eurodollar Loans (such Canadian Term Loans to correspond in amount to Existing Canadian Term Loans of a given interest period), (iii) Interest Periods for the U.S. Term Loans described in clause (i) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing U.S. Term Loans described in clause (i) above, and the Eurodollar Rates applicable to such U.S. Term Loans during such Interest Periods shall be the same as those applicable to such Existing U.S. Term Loans, (iv) Interest Periods for the Canadian Term Loans described in clause (ii) above shall end on the same dates as the Interest Periods applicable for the corresponding Existing Canadian Term Loans described in clause (ii) above, and the Eurodollar Rates applicable to such Canadian Term Loans during such Interest Periods shall be the same as those applicable to such Existing Canadian Term Loans, (v) U.S. Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing U.S. Term Loans then outstanding as Base Rate Loans, and (vi) Canadian Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Existing Canadian Term Loans then outstanding as Base Rate Loans. No Borrower will be required to make any payments under Section 4.11 of the First Restated Credit Agreement to Existing U.S. Term Lenders that become U.S. Term Lenders or to Existing Canadian Term Lenders that become Canadian Term Lenders in connection with the exchange of their Existing U.S. Term Loans for U.S. Term Loans or their Existing Canadian Term Loans for Canadian Term Loans, as applicable, in each case, except to the extent that (i) any U.S. Term Lender’s U.S. Term Loans are less than such U.S. Term Lender’s Existing U.S. Term Loans (such amount, a “Non-Renewed U.S. Term Loan”) or (ii) any Canadian Term Lender’s Canadian Term Loans are less than such Canadian Term Lender’s Existing Canadian Term Loans (such amount, a “Non-Renewed Canadian Term Loan”), in which case the applicable Borrower shall be required to make payments under Section 4.11 of the First Restated Credit Agreement to each applicable U.S. Term Lender based on the amount of such U.S. Term Lender’s Non-Renewed U.S. Term Loan and to each applicable Canadian Term Lender based on the amount of such Canadian Lender’s Non-Renewed Canadian Term Loan. (d) On the Amendment 1 Effective Date, Interest Periods with respect to the U.S. Term B Loans and Canadian Term B Loans shall be as follows: (i) U.S. Term B Loans shall be deemed made as Eurodollar Loans in an amount equal to the amount of the U.S. Term Loans converted pursuant to Section 2.1(c) that were outstanding as Eurodollar Loans at the time of conversion (such U.S. Term B Loans to correspond in amount to U.S. Term Loans so converted of a given Interest Period), (ii) Canadian Term Loans shall be deemed made as Eurodollar Loans in an amount equal to the amount of the Canadian Term Loans converted pursuant to Section 2.1(c) that were outstanding as Eurodollar Loans at the time of conversion (such Canadian Term B Loans to correspond in amount to Canadian Term Loans so converted of a given Interest Period), (iii) Interest Periods for the U.S. Term B Loans described in clause (i) above shall end on the same dates as the Interest Periods applicable for the corresponding U.S. Term Loans described in clause (i) above, and the Eurodollar Rates applicable to such U.S. Term B Loans during such Interest Periods shall be the same as those applicable to the U.S. Term Loans so converted, (iv) Interest Periods for the Canadian Term Loans described in clause (ii) above shall end on the same dates as the Interest Periods applicable for the corresponding Canadian Term Loans described in clause (ii) above, and the Eurodollar Rates applicable to such Canadian Term B Loans during such Interest Periods shall be the same as those applicable to such Canadian Term Loans so converted, (v) U.S. Term Loans shall be deemed made as Base Rate Loans in amount equal to the amount of U.S. Term Loans converted pursuant to Section 2.1(c) that were outstanding as Base Rate Loans at the time of conversion, and (vi) Canadian Term Loans shall be made or deemed made as Base Rate Loans in amount equal to the amount of Canadian Term Loans converted pursuant to Section 2.1(c) that were outstanding as Base Rate Loans at the time of conversion. No Borrower will be required to make any payments under Section 4.11 of this Agreement to Initial Extending Term Lenders as a result of the conversions pursuant to Section 2.1(c). (e) The procedures for the funding of Refinancing Term Loans shall be as set forth in the applicable Refinancing Term Loan Amendment.

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit E (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the anticipated Closing requested Borrowing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term B Loans on the Closing Date and Funding Date, specifying the amount to be borrowed borrowed, the requested Borrowing Date and whether the such Term B Loans will initially Loan shall be LIBO Eurodollar Loans or Prime Rate ABR Loans (and, if LIBO in the case of Eurodollar Loans, the initial Interest Period for such Loans)applicable thereto, which shall be a period contemplated by the definition of “Interest Period”. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 noon11:00 A.M., New York City time, on the Closing Funding Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) Except . If no election as set forth in SECTION 2.09to the Type of Term Loan is specified, SECTION 2.10 and SECTION 2.11, then the requested Term Loans Loan shall be either Prime Rate Loans or LIBO Loans as the an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Tranche, then Borrower may shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a borrowing request (which request shall substantially be made in the form attached hereto as of Exhibit B-1) subject to E and in accordance with this SECTION 2.03Section, the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such Term Lender’s Term Loan to be made. Each Term Loan shall be made by the Term Lenders ratably in accordance with their applicable Term Commitments; provided that the failure of any Term Lender to make its Term Loan shall not in itself relieve any other Term Lender of its obligation to lend hereunder (it being understood, however, that no Term Lender shall be responsible for the failure of any other Term Lender to make any Term Loan required to be made by such other Term Lender). ABR Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Eurodollar Loans comprising any Term Loan shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Subject to Sections 2.16 and 2.18, each Eurodollar Tranche shall be comprised entirely of Eurodollar Loans as Borrower may request pursuant to Section 2.12. Each Term Lender may fulfill at its Commitment with respect to option make any Term B Eurodollar Loan by causing any lending office domestic or foreign branch or Affiliate of such Term Lender to make such Term B Loan; provided, however, provided that any exercise of such use of a lending office option shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethis Agreement. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred outstanding at the same time, but in any event no more than ten (10) Borrowings subject to Section 2.13. For purposes of LIBO Loans may be outstanding at any time. (c) The procedures for the funding foregoing, Eurodollar Tranches having different Interest Periods, regardless of Incremental Term Loans whether they commence on the same date, shall be as set forth in considered separate Borrowings. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Tranche if the applicable Incremental Term Loan AmendmentInterest Period requested with respect thereto would end after the Maturity Date. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Tranche A-1 Term Loans and the Tranche B Term Loans on the Closing Date and specifying the amount to be borrowed and whether borrowed. The Term Loans made on the Term B Loans will Closing Date shall initially be LIBO Loans or Prime Rate Loans (and, if LIBO ABR Loans, the Interest Period for such Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., SECTION 2.10 and SECTION 2.11New York City time, one Business Day prior to the anticipated Second Amendment Effective Date) requesting that the Term Lenders make the Tranche A-2 Term Loans on the Second Amendment Effective Date and specifying the amount to be borrowed. The Term Loans made on the Second Amendment Effective Date shall initially be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03ABR Loans. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A-2 Term Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern 12:00 Noon, New York City time) , on the Second Amendment No. 1 Effective Date each Additional such Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche A-2 Term B-1 Loan or Tranche A-2 Term Loans to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional such Term B-1 Lenders in immediately available funds. (c) The Incremental Term Loans shall be borrowed in accordance with Section 2.24.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M.12:00 Noon, New York City time), one (ai) three Business Day Days prior to the anticipated Closing requested Borrowing Date, in the case of Eurodollar Loans (as defined in this Agreement prior to the Second Amendment Effective Date) (and accompanied by a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent) and (bii) the date of the proposed Borrowing Date, in the case of ABR Loans requesting that the U.S. Term A Lenders make the U.S. Term B A Loans on the Closing Restatement Effective Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each U.S. Term A Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Restatement Effective Date each U.S. Term A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the U.S. Term B A Loan or U.S. Term A Loans to be made by such Lender. The Administrative Agent shall credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term A Lenders in immediately available funds. (b) Except as set forth The Canadian Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time), (a) three Business Days prior to the requested Borrowing Date, in SECTION 2.09the case of CDOR Loans and (b) the date of the proposed Borrowing Date, SECTION 2.10 and SECTION 2.11, Term Loans shall be either in the case of Canadian Prime Rate Loans or LIBO requesting that the Canadian Term A Lenders make the Canadian Term A Loans as on the Borrower may request (which request shall substantially Restatement Effective Date and specifying the amount to be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03borrowed. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office Upon receipt of such notice the Administrative Agent shall promptly notify each Canadian Term A Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern 12:00 Noon, New York City time) , on the Amendment No. 1 Restatement Effective Date each Additional Canadian Term B-1 A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Canadian Term B-1 A Loan or Canadian Term A Loans to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Administrative Agent shall credit the account of the Canadian Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Canadian Term B-1 A Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Closing Date) Date requesting that the applicable Term B Lenders make the Closing Date Term B Loans on the Closing Date Date) and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term B Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Date each applicable Term B Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date Term B Loan to be made by such Lender. The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Second Amendment Effective Date) requesting that the applicable Term B Lenders make the Second Amendment Term B Loans on the Second Amendment Effective Date and specifying the amount to be borrowed. Upon receipt of such notice, the Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any promptly notify each applicable Second Amendment Term B Loan by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Notethereof. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern 12:00 Noon, New York City time) , on the Second Amendment No. 1 Effective Date each Additional Second Amendment Term B-1 B Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Second Amendment Term B-1 B Loan to be made by such Additional Second Amendment Term B-1 Lender pursuant to its Additional Term B-1 CommitmentB Lender. The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Sixth Amendment Effective Date (or such later time as the Administrative Agent may agree in its sole discretion)) requesting that the applicable Sixth Amendment Term Lenders make the Sixth Amendment Term Loans on the Sixth Amendment Effective Date and specifying the amount to be borrowed. Upon receipt of such notice, the Administrative Agent shall credit the account of the Borrower promptly notify each applicable Sixth Amendment Term Lender thereof. Not later than 12:00 Noon, New York City time, on the books of Sixth Amendment Effective Date (or such office of later time as the Administrative Agent with the aggregate of the amounts made may agree in its sole discretion) each Sixth Amendment Term Lender shall make available to the Administrative Agent by at the Additional Term B-1 Lenders Funding Office an amount in immediately available funds.funds equal to the Sixth Amendment Term Loan to be made by such Sixth Amendment Term Lender. The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Seventh Amendment Effective Date (or such later time as the Administrative Agent may agree in its sole discretion)) requesting that the applicable Seventh Amendment Replacement Term Lenders make the Seventh Amendment Replacement Term Loans on the Seventh Amendment Effective Date and specifying the amount to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Seventh Amendment Replacement Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Seventh Amendment Effective Date (or such later time as the Administrative Agent may agree in its sole discretion) each Additional Replacement Term Lender (as defined in the Seventh Amendment) shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the 66

Procedure for Term Loan Borrowing. (a) The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Closing Date) Date requesting that the applicable Term B Lenders make the Closing Date Term B Loans on the Closing Date Date) and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Term B Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Date each applicable Term B Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Closing Date Term B Loan to be made by such Lender. The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Second Amendment Effective Date) requesting that the applicable Term B Lenders make the Second Amendment Term B Loans on the Second Amendment Effective Date and specifying the amount to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Second Amendment Term B Lender thereof. Not later than 12:00 Noon, New York City time, on the Second Amendment Effective Date each Second Amendment Term B Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Second Amendment Term B Loan to be made by such Second Amendment Term B Lender. The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, at least one Business Day prior to the anticipated Sixth Amendment Effective Date (or such later time as the Administrative Agent may agree in its sole discretion)) requesting that the applicable Sixth Amendment Term Lenders make the Sixth Amendment Term Loans on the Sixth Amendment Effective Date and specifying the amount to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Sixth Amendment Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Sixth Amendment Effective Date (or such later time as the Administrative Agent may agree in its sole discretion) each Sixth Amendment Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Sixth Amendment Term Loan to be made by such Sixth Amendment Term Lender. The Administrative Agent shall credit the account of the Parent Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term B Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-1 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The US Borrower shall give deliver to the Administrative Agent irrevocable notice a General Borrowing Notice (which notice General Borrowing Notice must be received by the Administrative Agent prior to 11:00 A.M.2:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Initial US Term Loan Lenders make the Initial US Term B Loans on the Closing Date and specifying the amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans)borrowed. Upon receipt of such notice General Borrowing Notice, the Administrative Agent shall promptly notify each Initial US Term Loan Lender thereof. Not later than 12:00 noonNoon, New York City time, on the Closing Date Date, each Initial US Term Loan Lender shall make available to the Administrative Agent at the Administrative Agent’s Funding Office an amount in Dollars and immediately available funds equal to the Initial US Term B Loan or Initial US Term Loans to be made by such Lender. The Administrative Agent shall credit make available to the account of the US Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders Initial US Term Loan Lenders, in immediately available fundslike funds as received by the Administrative Agent. (b) Except as set forth The Canadian Borrower shall deliver to the Canadian Agent an Alternate Currency Facilities Borrowing Notice (which Alternate Currency Facilities Borrowing Notice must be received by the Canadian Agent prior to 2:00 P.M., Toronto time, one Business Day prior to the anticipated Closing Date) requesting that the Canadian Term Loan Lenders make the Canadian Term Loans on the Closing Date and specifying the amount (in SECTION 2.09, SECTION 2.10 Canadian Dollars) to be borrowed and SECTION 2.11, whether such Canadian Term Loans shall be either incurred as BA Loans (and/or BA Equivalent Loans) or Canadian Prime Rate Loans; provided that Canadian Term Loans or LIBO to be incurred as BA Loans as and/or BA Equivalent Loans at any time prior to the Borrower may request (which request 30th Business Day following the Closing Date shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03an Interest Period of one-week. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office Upon receipt of such Lender to make such Term B Loan; providedAlternate Currency Facilities Borrowing Notice, however, that any such use of a lending office the Canadian Agent shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental promptly notify each Canadian Term Loan Amendment. (d) Lender thereof. Not later than 1:00 p.m. (Eastern 12:00 Noon, Toronto time) , on the Amendment No. 1 Effective Date Closing Date, each Additional Canadian Term B-1 Loan Lender shall make available to the Administrative Canadian Agent at the Canadian Agent’s Funding Office an amount in Canadian Dollars and immediately available funds equal to the Canadian Term B-1 Loan or Canadian Term Loans to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 CommitmentLender. The Administrative Canadian Agent shall credit make available to the account of the Canadian Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Canadian Agent by the Additional Canadian Term B-1 Lenders Loan Lenders, in immediately available fundslike funds as received by the Canadian Agent.