Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall give deliver to the Administrative Agent an irrevocable a Borrowing Notice of Borrowing (which shall be irrevocable and must be received by the Administrative Agent prior to 10:00 A.M. 11:00 a.m., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the in an amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior equal to the date that is 30 days after the Closing Dateaggregate amount of Term Commitments. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term 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 applicable Term Lenders in immediately available funds or, if so specified in funds. Subject to Section 2.21(g) to the Flow of Funds Agreementextent applicable, the Administrative Agent respective obligations of each Lender under this Agreement are several and not joint and no Lender shall wire transfer or otherwise credit all or a portion be responsible for the failure of such aggregate amounts any other Lender to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementsatisfy its obligations hereunder.

Procedure for Term Loan Borrowing. (a) The Borrower shall give deliver to the Administrative Agent an irrevocable (for delivery to the Lenders) a fully executed Borrowing Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. no later than one (1) Business Day prior in advance of the proposed Borrowing Date (or such shorter period as may be acceptable to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no ). Each Term Loan may shall be converted into or continued as a SOFR Loan having Borrowing with an Interest Period in excess of one month prior to the date that is 30 days after the Closing Datethree months’ duration. Upon receipt of such Notice of Borrowing, the The Administrative Agent shall promptly notify advise the applicable Lenders of any notice given pursuant to this Section 2.02 (and the contents thereof), and of each Term Lender thereof. Not later than 10:00 A.M. on Lender’s portion of the Closing Date requested borrowing. (b) Upon satisfaction or waiver of the conditions precedent specified herein, each Term Lender shall make its Term Loan available to (x) the Administrative Agent at the Term Loan Funding Office an amount by wire transfer of same day funds in immediately available funds equal Dollars, to the account designated by the Administrative Agent or (y) at such Term Loan or Term Loans Lender’s election, the Borrower by wire transfer of same day funds in Dollars to be made credited to the account designated in writing by such Lenderthe Borrower, in each case not later than 12:00 p.m. (New York City time) on the applicable Borrowing Date. The Administrative Agent shall credit make the account proceeds of the Term Loans available to the Borrower on the books applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such office of the Term Loans received by Administrative Agent with from the aggregate of the amounts made available Term Lenders to be credited to such account as may be designated in writing to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementBorrower.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the The Term Loans made on the Closing Date shall initially be ABR Loans and (ii) and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts then outstanding under the Existing Credit Facility), in accordance with the wire instructions specified for such purpose in the Flow of Funds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice notice, substantially in the form of Borrowing Exhibit A-1 hereto (which notice must be received by the Administrative Agent prior to 10:00 A.M. not later than 1:00 P.M., New York City time (x) in the case of ABR Loans, one (1) Business Day prior to the anticipated Closing Date or (y) in the case of Eurodollar Loans, three Business Days prior to the anticipated Closing Date) ), requesting that the Term Lenders make the Term Loans on the Closing Date and specifying (i) the aggregate principal amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no the requested Borrowing Date and (iii) whether such Term Loan may Loans being incurred are to be converted into or continued made as a SOFR Loan having an ABR Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing Dateapplicable thereto. Upon receipt of such Notice of Borrowing, borrowing notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 3:00 P.M., New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall give deliver (by hand delivery, fax or other electronic transmission (including “.pdf’ or “.tif’)) to the Administrative Agent an irrevocable a Borrowing Notice of Borrowing (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M. one (1a) 12:00 Noon, New York City time, three Business Day Days prior to the anticipated requested Borrowing Date (or, in the case of a Eurodollar Loan to be made on the Closing Date, such later time as the Administrative Agent may permit in its sole discretion), in the case of Eurodollar Loans, or (b) 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of Base Rate Loans) requesting that the Term Loan Lenders make the Term Loans on the Closing Date and specifying Date, or (c) in respect of the amount to be borrowed. Unless otherwise agreed by the Administrative AgentNew Incremental Loan, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term New Incremental Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Funding Date. Upon receipt of such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date Date, or the New Incremental Loan Funding Date, as the case may be, each applicable Term Loan Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of make available to 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 Loan Lenders, in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give deliver to the Administrative Agent an irrevocable a Borrowing Notice of Borrowing (which shall be irrevocable and must be received by the Administrative Agent prior to 10:00 A.M. 11:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying in an amount equal to the aggregate amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) of the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing DateCommitments. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term 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 Agent, with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds or, if so specified in funds. Subject to Section 2.19(g) to the Flow of Funds Agreementextent applicable, the Administrative Agent respective obligations of each Lender under this Agreement are several and not joint and no Lender shall wire transfer or otherwise credit all or a portion be responsible for the failure of such aggregate amounts any other Lender to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementsatisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall give deliver to the Administrative Agent an irrevocable a Borrowing Notice of Borrowing (which shall be irrevocable and must be received by the Administrative Agent prior to 10:00 A.M. 11:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of any such Borrowing Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term 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 applicable Term Lenders in immediately available funds or, if so specified in funds. Subject to Section 2.21(g) to the Flow of Funds Agreementextent applicable, the Administrative Agent respective obligations of each Lender under this Agreement are several and not joint and no Lender shall wire transfer or otherwise credit all or a portion be responsible for the failure of such aggregate amounts any other Lender to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementsatisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall give deliver to the Administrative Agent an irrevocable a Borrowing Notice of Borrowing (which shall be irrevocable and must be received by the Administrative Agent prior to 10:00 A.M. 11:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three (3) Business Days prior to the applicable Funding Date and, in the case of a borrowing of ABR Loans, one (1) Business Day prior to the anticipated Closing applicable Funding Date) requesting that the relevant Term Lenders make the relevant Term Loans on the Closing applicable Funding Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made borrowed on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Datesuch date. Upon receipt of any such Notice of BorrowingBorrowing Notice, the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date applicable Funding Date, each applicable Term Lender shall make available to the Administrative Agent at (by wire transfer to the Term Loan Funding Office Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the applicable Term Loan or Term Loans to be made by such LenderTerm Lender on such Funding Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with transfer the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for further application against amounts in accordance with the wire instructions specified in the applicable Flow of Funds AgreementMemorandum. The respective obligations of each applicable Term Lender under this Agreement are several and not joint and no Term Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Eurodollar Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 P.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. 12:30 P.M., New York City time), at least (a) three Business Days prior to the Closing Date if all or any part of the Term Loans are to be initially Eurodollar Loans or (b) one (1) Business Day prior to the anticipated Closing Date) , in all other cases, requesting that the Term Loan Lenders make the Term Loans on the Closing Date and specifying (i) the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (iii) whether the Term Loans made on the Closing Date shall are to be initially be Eurodollar Loans, ABR Loans or a combination thereof and (iiiii) no if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriods therefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 10:00 A.M. on Each Term Loan Lender will make the Closing Date each amount of its pro rata share of the Term Lender shall make Loans available to the Administrative Agent for the account of the Borrower at the Term Loan Funding Office an amount office of the Administrative Agent specified in subsection 13.2 prior to 12:30 P.M., New York City time, on the Closing Date in Dollars and in funds immediately available funds equal to the Term Loan or Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall on such date 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 Loan Lenders and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice notice specifying the amount of the Term Loans to be borrowed and the proposed Borrowing Date (which notice must be have been received by the Administrative Agent prior to 10:00 A.M. one 9:30 A.M., New York City time, and shall be irrevocable after funding) (1i) in the case of Closing Date Term Loans, on the Closing Date, and (ii) in the case of Delayed Draw Term Loans to be made following the Closing Date, three Business Day Days, prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and date of Borrowing specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term applicable Lender thereof. Not later than 10:00 A.M. Each Lender having a Term Loan Commitment will make the amount of its pro rata share of the Term Loan Commitments available, in each case for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2 prior to 12:00 P.M., New York City time, (x) on the Closing Date, in the case of a Borrowing of Closing Date Term Loans, and (y) on the Borrowing Date specified in the notice delivered pursuant to this subsection 2.3, in the case of Delayed Draw Term Loans, in each Term Lender shall make case in funds immediately available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderAgent. The Administrative Agent shall on such date 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 and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The U.S. Borrower shall give the General Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the General Administrative Agent prior to 10:00 A.M. A.M., New York City time, one (1) Business Day prior to the anticipated Closing Restatement Date) requesting that the Term Lenders make the Term Loans on the Closing Restatement Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the The Term Loans made on the Closing Restatement Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as or, in the event that the U.S. Borrower executes a SOFR Loan having an Interest Period in excess of one month prior pre-funding indemnity agreement reasonably acceptable to the date that is 30 days after the Closing DateGeneral Administrative Agent, Eurodollar Loans). Upon receipt of such Notice of Borrowingnotice, the General Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date Restatement Date, each Term Lender shall make available to the General Administrative Agent at the Term Loan Funding Office its office specified in subsection 17.2 an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Term Lender. The General Administrative Agent shall credit the account of the U.S. Borrower on the books of such office of the General Administrative Agent with the aggregate of the amounts made available to the General Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. 12:00 P.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as to a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 P.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on listed in the books of such office of the Administrative Agent Credit Authorization with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent Lender (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreement).

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. 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 (1) Business Day prior to the anticipated Closing requested Borrowing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the amount and Type of Term Loans made on to be borrowed, (ii) the Closing Date shall initially be ABR Loans and (iiiii) no in the case of Eurodollar Loans, the respective amounts of each such Type of Term Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing Datetherefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 11:00 A.M. (a) three (3) Business Days prior to the anticipated Closing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing Date) , in the case of ABR Loans), requesting that the Term Lenders make the Term Loans on the Closing Date and Date, specifying the amount to be borrowed. Unless otherwise agreed by , the Administrative AgentType of Loan and, in the case of Eurodollar Loans, specifying the length of the initial Interest Period therefor; provided that (ia) the effectiveness of such Notice of Borrowing may be conditioned on the consummation of the Acquisition and (b) Term Loans made on the Closing Date shall initially be may only consist of ABR Loans unless the Borrower delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent, not less than three (ii3) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month Business Days prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. on the Closing Date Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 amount specified in the Notice of the amounts made available to the Administrative Agent by the Term Lenders Borrowing in immediately available funds or, if so specified in the Flow Notice of Funds AgreementBorrowing, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts amount to the Existing Agent (for application against amounts in accordance with the wire instructions accounts specified in the Flow Notice of Funds AgreementBorrowing.

Procedure for Term Loan Borrowing. The Borrower No Term Loans shall give be requested for funding earlier than three Business Days (or such shorter period as the Administrative Agent an irrevocable may approve) after the delivery of a written request to the Administrative Agent, which shall be provided no later than 12:00 p.m. in substantially the form attached hereto as Exhibit 2.2(b) (a “Notice of Borrowing”) in respect of such Term Loans. The Administrative Agent shall promptly notify each Lender of any requested Term Loans. Any Term Loans shall be funded on the date specified by the Borrower in the Notice of Borrowing Closing Date, which shall be in any event on or after the date of satisfaction of the applicable conditions precedent set forth in Sections 3.1 and 3.2 hereof; provided, however, the Notice of Borrowing shall be delivered (which must be received by the Administrative Agent x) prior to 10:00 A.M. 12:00 p.m. one (1) Business Day prior to the anticipated Closing DateDate with respect to a Base Rate Borrowing and (y) requesting that the Term Lenders make the Term Loans on prior to 12:00 p.m. three (3) Business Days prior to the Closing Date and specifying the amount with respect to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Eurodollar Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 p.m., on the Closing Date Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall shall, upon receipt of the respective amount for each Lender, credit the account of the Borrower on the books of such office of the Administrative Agent Agent, with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 (i) 1:00 P.M., New York City time, three Business Days prior to the anticipated Restatement Date in the case of Eurodollar Loans or (ii) 11:00 A.M. one (1) Business Day prior to the anticipated Closing DateRestatement Date in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Restatement Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the amount and Type of Term Loans made on the Closing Date shall initially to be ABR Loans and borrowed, (ii) no Term the requested Restatement Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing Datetherefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Restatement Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderLender (it being understood that no Lender shall be required to fund amounts in respect of any Continued Term Loans (as defined in the Replacement Facility Amendment)). The Administrative Agent shall credit the account of the Borrower or the Co-Borrower, as applicable, 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice notice specifying the amount of the Closing Date Term Loans or Delayed Draw Term Loans to be borrowed and the proposed Borrowing Date (which notice must be have been received by the Administrative Agent prior to 10:00 A.M. one 9:30 A.M., New York City time, and shall be irrevocable after funding) (1i) in the case of Closing Date Term Loans, on the Closing Date, and (ii) in the case of Delayed Draw Term Loans to be made following the Closing Date, three Business Day Days, prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and date of Borrowing specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term applicable Lender thereof. Not later than 10:00 A.M. Each Lender having a Term Loan Commitment will make the amount of its pro rata share of the Term Loan Commitments available, in each case for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2 prior to 12:00 P.M., New York City time, (x) on the Closing Date, in the case of a Borrowing of Closing Date Term Loans, and (y) on the Borrowing Date specified in the notice delivered pursuant to this subsection 2.3, in the case of Delayed Draw Term Loans, in each Term Lender shall make case in funds immediately available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderAgent. The Administrative Agent shall on such date 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 and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. one (1i) 12:00 Noon, New York City time, three Business Day Days prior to the anticipated Closing Restatement Effective Date, in the case of Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Restatement Effective Date in the case of ABR Loans) requesting that the Tranche B Term Lenders make the Tranche B Term Loans on the Closing Restatement Effective Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each applicable Tranche B Term Lender thereof. Not Subject to the terms and conditions set forth in this Agreement, not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date Restatement Effective Date, each applicable Tranche B Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B 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 Tranche B Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. A.M., Pacific time, one (1) Business Day prior to the anticipated Closing DateDate (with originals to follow within three (3) Business Days)) requesting that the Term Lenders with a Term Commitment make the Term Loans on the Closing Date (or to the extent requested by the Borrower, within two (2) Business Days after, the Closing Date) and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the The Term Loans made on or about the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing DateLoans. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender with a Term Commitment thereof. Not later than 10:00 A.M. 12:00 P.M. Pacific time, on the Closing Date requested funding date, each Term Lender with a Term Commitment shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the portion of the Term Loan or Term Loans to be made by such LenderLender on or about the Closing Date. 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts amounts, in accordance with the wire instructions specified in the Flow of Funds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. 12:30 P.M., New York City time, at least (a) three Business Days prior to the Closing Date, if all or any part of the Term Loans are to be initially Eurodollar Loans or (b) one (1) Business Day prior to the anticipated Closing Date) , in all other cases requesting that the Term Loan Lenders make the Term Loans on the Closing Date and specifying (i) the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (iii) whether the Term Loans made on the Closing Date shall are to be initially be Eurodollar Loans, ABR Loans or a combination thereof, and (iiiii) no if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriods therefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 10:00 A.M. on Each Term Loan Lender will make the Closing Date each amount of its pro rata share of the Term Lender shall make Loans available to the Administrative Agent for the account of the Borrower at the Term Loan Funding Office an amount office of the Administrative Agent specified in subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date in Dollars and in funds immediately available funds equal to the Term Loan or Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall on such date 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 Loan Lenders and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The To borrow Initial Term Loans on the Closing Date, the Borrower shall give the Administrative Agent an irrevocable Notice of notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 10:00 A.M. 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing requested Borrowing Date) requesting that , in the Term Lenders make the Term Loans on the Closing Date and case of ABR Loans), specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the amount and Type of Initial Term Loans made on the Closing Date shall initially to be ABR Loans borrowed, and (ii) no Term in the case of Eurodollar Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess of one month prior to the date that is 30 days after the Closing Datethereof. Upon receipt of such Notice of Borrowingany Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Not later than 10:00 A.M. on Each Lender will make the Closing Date each Term Lender shall make amount of its applicable Commitment available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit for the account of the Borrower at the applicable Funding Office prior to 12:00 Noon, New York City time, on the books Borrowing Date in respect of such office of the Administrative Agent with the aggregate of the amounts made Commitments requested by such Borrower in funds immediately available to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice notice substantially in the form of Borrowing Exhibit J (which notice must be received by the Administrative Agent prior to 10:00 A.M. 1:00 P.M., New York City time, (i) three Business Days prior to the anticipated Closing Date (or if later, the applicable borrowing date), in the case of Eurodollar Loans or (ii) one (1) Business Day (or if later, the applicable borrowing date) prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Initial Term Lenders make the Initial Term Loans on the Closing Date (or if later, the applicable borrowing date) and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Initial Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date (or if later, the applicable borrowing date) each Initial Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Initial Term 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 Initial Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments on the Closing Date, provided that, if the Term Loans are to be initially Eurodollar Loans, the Closing Date must be a Working Day and, if the Term Loans are to be initially Alternate Base Rate Loans, the Closing Date must be a Business Day and provided, further, that the Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. 11:00 A.M., New York City time, (a) three Working Days prior to the Requested Borrowing Date, if the Term Loans are to be initially Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated requested Borrowing Date, otherwise), specifying the Closing Date) Date and whether the Term Loans are to be initially Eurodollar Loans or Alternate Base Rate Loans and requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Datesuch date. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 11:00 A.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at its office specified in subsection the amount of such Lender's Term Loan Funding Office an amount in immediately available funds equal funds. Subject to the Term Loan or Term Loans to be made by such Lender. The satisfaction of the conditions precedent set forth in Section 4, the Administrative Agent on such date 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 and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The U.S. Borrower may borrow the Term Loans on the Closing Date, provided that the U.S. Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. one 12:00 Noon, New York City time, (1a) at least three Business Day Days prior to the anticipated Closing Date) requesting that the Term Lenders make , if all or any part of the Term Loans are to be initially Eurodollar Loans, or (b) on the Closing Date and Date, otherwise), specifying in each case (i) the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term the anticipated Closing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan may be converted into or continued as a SOFR Loan having an and the length of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing Datetherefor. Upon receipt of any such Notice of Borrowingnotice from the U.S. Borrower, the Administrative Agent shall promptly notify each Term Lender 38 32 thereof. Not later than 10:00 A.M. 1:30 p.m., New York City time, on the Closing Date each Term Lender shall make an amount equal to the principal amount of the Term Loan to be made by it available to the Administrative Agent at the Term Loan Funding Office an amount its office specified in subsection 13.2 in U.S. Dollars and in immediately available funds equal to the Term Loan or Term Loans to be made by such Lenderfunds. The Administrative Agent shall on such date 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 Term Lenders and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. one A.M., New York City time, (1a) three Business Day Days prior to the anticipated Closing Revolving Credit Termination Date) requesting that the Term Lenders make , if all or any part of the Term Loans are to be initially LIBOR Loans or (b) on the Closing Date Revolving Credit Termination Date, otherwise) if the Borrower intends to convert Revolving Credit Loans to Term Loans pursuant to Section 2.3 and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) whether the resulting Term Loans made on the Closing Date shall are to be initially be LIBOR Loans, ABR Loans or a combination thereof, and (ii) no if the Term Loan may Loans are to be converted into entirely or continued as a SOFR Loan having an partly LIBOR Loans the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriods therefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at The aggregate principal amount of the Term Loan Funding Office an amount in immediately available funds Loans shall be equal to the aggregate principal amount of the Revolving Credit Loans outstanding at the close of business New York City time on the Revolving Credit Termination Date and the Term Loans shall be deemed to have been made at such time without any payments being made by the Lenders. Promptly after the making of its Term Loan or Term Loans to be made each Lender shall ▇▇▇▇ any Revolving Credit Note held by such Lender. The Administrative Agent shall credit it "cancelled" and deliver the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available same to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementBorrower.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. A.M., New York City time, one (1) Business Day prior to the anticipated Closing Borrowing Date) requesting that the Term Lenders make the Term Loans on the Closing such Borrowing Date and specifying the amount to be borrowed. Unless The Term Loans shall initially be Base Rate Loans, and, unless otherwise agreed by the Administrative AgentAgent in its sole discretion, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to until the date that is 30 65 days after the Closing DateDate all Interest Periods for all Loans hereunder which are LIBOR Loans shall be of one month duration and shall end on the same Business Day. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Borrowing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such LenderLender on such Borrowing Date. 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Administrative Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. A.M., Pacific time, one (1) Business Day prior to the anticipated Closing DateFunding Date (with originals to follow within 3 Business Days)) requesting that the Term Lenders make the Term Loans on the Closing Funding Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the The Term Loans made on the Closing Funding Date shall initially be ABR Loans and (ii) and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a SOFR Eurodollar Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Funding Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 P.M., Pacific time, on the Closing Funding Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower applicable Borrowers 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the holders of the Existing Agent Notes (for application against amounts then outstanding under the Existing Notes) and, as applicable, the Existing Revolving Lender (for application against amounts then outstanding under the Existing Revolver), in each case in accordance with the wire instructions specified for such purpose in the Flow of Funds Agreement.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. one A.M., New York City time, (1a) three Business Day Days prior to the anticipated Closing Revolving Credit Termination Date) requesting that the Term Lenders make , if all or any part of the Term Loans are to be initially LIBOR Loans or (b) on the Closing Date Revolving Credit Termination Date, otherwise) if the Borrower intends to convert Revolving Credit Loans to Term Loans pursuant to Section 2.3 and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) whether the resulting Term Loans made on the Closing Date shall are to be initially be LIBOR Loans, ABR Loans or a combination thereof, and (ii) no if the Term Loan may Loans are to be converted into entirely or continued as a SOFR Loan having an partly LIBOR Loans the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriods therefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at The aggregate principal amount of the Term Loan Funding Office an amount in immediately available funds Loans shall be equal to the aggregate principal amount of the Revolving Credit Loans outstanding at the close of business New York City time on the Revolving Credit Termination Date and the Term Loans shall be deemed to have been made at such time without any payments being made by the Lenders. Promptly after the making of its Term Loan or Term Loans to be made each Lender shall mark any Revolving Credit Note held by such Lender. The Administrative Agent shall credit it "cancelled" and deliver the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available ▇▇▇e to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementBorrower.

Procedure for Term Loan Borrowing. The Borrower Company shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. (a) 12:00 Noon, New York City time, two Business Days prior to the anticipated Draw Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, one (1) Business Day prior to the anticipated Closing Draw Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Draw Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agentspecifying, (i) the Term Loans made on the Closing Date shall initially amount and Type to be ABR Loans borrowed and (ii) no Term Loan may in the case of Eurodollar Loans, the respective lengths of the initial Interest Period(s) therefor, which shall be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Datemonth. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Draw Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The failure of any Term Lender to make any Term Loan required to be made by it shall not relieve any other Term Lender of its obligations hereunder. The Administrative Agent shall credit the account of the Borrower Company on the books of such office of the Administrative Agent or such other account as the Company shall specify in writing with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of on such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementdate.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice written notice substantially in the form of Borrowing Exhibit A-4 (which notice must be received by the Administrative Agent prior to 10:00 A.M. a.m., New York City time, (a) three Business Days prior to the Closing Date, if all or any part of the Term Loans are to be initially Eurodollar Loans or (b) one (1) Business Day prior to the anticipated Closing Date, otherwise) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying (i) the Closing Date, (ii) the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (iiii) whether the Term Loans made on the Closing Date shall are to be initially be ABR Eurodollar Loans, Base Rate Loans or a combination thereof, and (iiiv) no if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriods therefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 11:00 a.m. on the Closing Date each Term Lender shall make available to the Administrative Agent at its office specified in Section 13.2 the Term Loan Funding Office an amount of such Lender's pro rata share of such borrowing in immediately available funds equal to the Term Loan or Term Loans to be made by such Lenderfunds. The Administrative Agent shall on such date 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 and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. (or such later time approved by the Administrative Agent) one (1) Business Day prior to the anticipated Closing DateDate in the case of SOFR Loans or on the Closing Date in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by borrowed (provided that a Notice of Borrowing in respect of the Administrative Agent, (i) the Term Loans Borrowings to be made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess conditioned on the effectiveness of one month prior this Agreement and the obligations of each Lender to the date that is 30 days after the Closing Datemake its initial extension of credit hereunder). Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreement).

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. 12:00 Noon, New York City time, one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the The Term Loans made on the Closing Date shall initially be ABR Loans unless the Borrower shall have given the notice required for a Eurodollar Borrowing under Section 2.5 and (ii) provided an indemnity letter extending the benefits of Section 2.20 to Lenders in respect of such Borrowings, and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a SOFR Eurodollar Loan having an Interest Period in excess of one month prior to the date that is 30 sixty days after the Closing Date. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Each Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by (a) in the Administrative Agent prior to 10:00 A.M. one (1) case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Day Days prior to the anticipated Closing Second Amendment and Restatement Effective Date or (b) in the case of an ABR Borrowing, not later 11:00 a.m., New York City time, on the Second Amendment and Restatement Effective Date) requesting that the Canadian Term Lenders and US Term Lenders make the Canadian Term Loans and US Term Loans, as applicable, on the Closing Second Amendment and Restatement Effective Date and specifying the amount to be borrowed. Unless otherwise agreed borrowed and, except in the case of ABR Borrowing of US Term Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the Administrative Agent, (i) definition of the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an term Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriod. Upon receipt of such Notice of Borrowing, Borrowing Request the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. a.m., New York City time, on the Closing Second Amendment and Restatement Effective Date each Canadian Term Lender and US Term Lender shall make available to the Administrative Agent at the Term Loan applicable Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the applicable 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Parent Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. one 12:30 P.M., New York City time), (1i) in the case of Term Loans to be made on or within 14 days following the Closing Date, at least three Business Day Days, and (ii) in the case of Delayed Draw Term Loans to be made more than 14 days following the Closing Date, five Business Days, prior to the anticipated date of Borrowing (including the Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by ; provided that, in the Administrative Agentcase of Delayed Draw Term Loans, (i) such Borrowings shall be made in minimum increments of $25,000,000 and shall be used solely to finance the Term Loans made repurchase, repayment or other satisfaction of Assumed Indebtedness maturing on or before August 15, 2007, including the Closing Date shall initially be ABR Loans payment of premiums, penalties, fees and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Dateexpenses related thereto. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term applicable Lender thereof. Not later than 10:00 A.M. Each applicable Lender will make the amount of its pro rata share (based on its applicable Term Loan Percentage) of the Closing Date each applicable Term Lender shall make Loans available to the Administrative Agent for the account of the Parent Borrower at the Term Loan Funding Office an amount office of the Administrative Agent specified in subsection 11.2 prior to 12:00 P.M., New York City time, on the Closing Date or such other date of Borrowing, as applicable, in Dollars and in funds immediately available funds equal to the Term Loan or Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall on such date 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 Loan Lenders and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 12:30 P.M. (or prior to 11:00 A.M. one in the case of the initial borrowing hereunder if such initial borrowing is of ABR Loans), New York City time, at least (1a) three Business Day Days prior to the anticipated Closing Effective Date, if all or any part of the Term Loans are to be initially Eurodollar Loans or (b) on the Effective Date, otherwise, requesting that the Term Loan Lenders make the Term Loans on the Closing Effective Date and specifying (i) the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (iii) whether the Term Loans made on the Closing Date shall are to be initially be Eurodollar Loans, ABR Loans or a combination thereof, and (iiiii) no if the Term Loans are to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriods therefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 10:00 A.M. on Each Term Loan Lender will make the Closing Date each amount of its pro rata share of the Term Lender shall make Loans available to the Administrative Agent for the account of the Borrower at the Term Loan Funding Office an amount office of the Administrative Agent specified in subsection 12.2 prior to 11:00 A.M., New York City time, on the Effective Date in Dollars and in funds immediately available funds equal to the Term Loan or Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of such office of the Administrative Agent with Agent, c/o Loan and Agency Service Group, One Chase Manh▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇th the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing DateLoans. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 P.M. on the Closing Date Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow Notice of Funds AgreementBorrowing, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions accounts specified in the Flow Notice of Funds AgreementBorrowing.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice notice in the form of Borrowing Exhibit F (which notice must be received by the Administrative Agent prior to 10:00 A.M. 12:00 Noon, New York City time, (a) two Business Days prior to the anticipated Closing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into borrowed or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Datecontinued. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 9:00 A.M., New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender; provided, that if any Term Lender has not funded its Term Loan by 9:00 A.M., New York City time on the Closing Date and has not indicated to the Administrative Agent that it will not be funding its Term Loan, the Administrative Agent is authorized to advance such Term Lender’s Term Loan; provided further, that such Term Lender shall fund its Term Loan no later than 12:00 Noon, New York City time on the Closing Date. 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. one (1) 12:00 Noon, New York City time, three Business Day Days prior to the anticipated Closing Date, in the case of Eurodollar Loans, or prior to 10:00 A.M., New York City time, on the Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the amount and Type of Term Loans made on the Closing Date shall initially to be ABR Loans borrowed and (ii) no Term in the case of Eurodollar Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing Datetherefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds Agreementfunds.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments on the Closing Date, provided that the Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans A.M., New York City time on the Closing Date and specifying (i) the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may the requested Borrowing Date (which, for the avoidance of doubt, will be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date), (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Period therefor. The borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such Notice of Borrowingnotice from the Borrower, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. Prior to 11:00 A.M., New York City time, on the Closing Borrowing Date requested by the Borrower, each Lender will make an amount equal to its Term Lender shall make Loan Commitment Percentage of the principal amount of the Term Loans requested to be made on such Borrowing Date available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit for the account of the Borrower on at the books of such office of the Administrative Agent specified in writing by the Administrative Agent to the Lenders in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.

Procedure for Term Loan Borrowing. The (i) Not later than 2:00 p.m. Eastern time at least 1 Business Day prior to a borrowing of Term Loans that are to be Base Rate Loans and not later than 2:00 p.m. Eastern time at least 3 Business Days prior to a borrowing of Term Loans that are to be SOFR Loans, the Borrower shall give deliver to the Administrative Agent an irrevocable a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Term Loans to be borrowed, the date such Term Loans are to be borrowed (which must be received by a Business Day), the Type of the requested Term Loans, and if such Term Loans are to be Term SOFR Loans, the initial Interest Period for such Term Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. (ii) Upon satisfaction or waiver of the conditions precedent specified herein, each applicable Term Loan Lender shall make its Term Loan of the applicable Class available to the Administrative Agent prior to 10:00 A.M. one (1) Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans not later than 12:00 p.m. Eastern time on the Closing applicable Borrowing Date and specifying by wire transfer of same day funds in Dollars, at the amount to be borrowed. Unless otherwise agreed principal office designated by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt satisfaction or waiver of such Notice of Borrowingthe conditions precedent specified herein, the Administrative Agent shall promptly notify each make the proceeds of the applicable Term Lender thereof. Not later than 10:00 A.M. on the Closing Date each Term Lender shall make Loans available to the Administrative Agent at Borrower on the Term Loan Funding Office applicable Borrowing Date by causing an amount of same day funds in immediately available funds Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from the applicable Term Loan or Term Loans Lenders to be made by such Lender. The Administrative Agent shall credit credited to the account of the Borrower on at the books of such principal office of designated by the Administrative Agent with the aggregate of the amounts made available or to such other account as may be designated in writing to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementBorrower.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M. A.M., Pacific time, one (1) Business Day prior to the anticipated Closing DateDate (with originals to follow within three (3) Business Days)) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a SOFR Eurodollar Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 10:00 A.M. 12:00 P.M. Pacific time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term 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 or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent SVB (for application against amounts the Existing Indebtedness), in accordance with the wire instructions specified for such purpose in the Flow of Funds Agreement.

Procedure for Term Loan Borrowing. The Parent Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. 12:30 P.M., New York City time, at least (a) three Business Days prior to the Closing Date, if all or any part of the Term Loans are to be initially Eurocurrency Loans or (b) one (1) Business Day prior to the anticipated Closing Date) , in all other cases, requesting that the Term Loan Lenders make the Term Loans on the Closing Date and specifying (i) the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (iii) whether the Term Loans made on the Closing Date shall are to be initially be Eurocurrency Loans, ABR Loans or a combination thereof and (iiiii) no if the Term Loans are to be entirely or partly Eurocurrency Loans, the respective amounts of each such Type of Loan may be converted into or continued as a SOFR Loan having an and the respective lengths of the initial Interest Period in excess of one month prior to the date that is 30 days after the Closing DatePeriods therefor. Upon receipt of such Notice of Borrowing, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 10:00 A.M. on Each Term Loan Lender will make the Closing Date each amount of its pro rata share of the Term Lender shall make Loans available to the Administrative Agent for the account of the Parent Borrower at the Term Loan Funding Office an amount office of the Administrative Agent specified in subsection 11.2 prior to 10:00 A.M., New York City time, on the Closing Date in Dollars and in funds immediately available funds equal to the Term Loan or Term Loans to be made by such LenderAdministrative Agent. The Administrative Agent shall on such date 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 Loan Lenders and in immediately available like funds or, if so specified in the Flow of Funds Agreement, as received by the Administrative Agent shall wire transfer or otherwise credit all or a portion of such aggregate amounts to the Existing Agent (for application against amounts in accordance with the wire instructions specified in the Flow of Funds AgreementAgent.