Common use of Procedure for Term Loan Borrowing Clause in Contracts

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Borrowing Closing Date requested by and specifying the Borrower in funds immediately amount to be borrowed and whether the Term Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Term Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made available to the Borrower by the such Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan Lenders and by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in like funds as received accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Administrative AgentBorrower. Any Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Commitments outstanding Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 45 Effective Date each Additional Term B-34 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-34 Loan Extended Borrowing Date to be made by such Additional Term B-34 Lender pursuant to its Additional Term B-34 Commitment. The Administrative Agent shall be cancelled credit the account of the Borrower on the books of such dateoffice of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-34 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of Base Rate Loans), specifying (i) the amount and Type of Term Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. The Term Loans made on the Closing Date shall initially be Base Rate Loans, and no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the Syndication Date. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $10,000,000 1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitmentthereof. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage PRO RATA share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 Funding Office prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the applicable Borrower shall give deliver to the Administrative Agent an irrevocable Borrowing Committed Loan Notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.2:00 p.m., New York City time, (ai) three Business Days prior to in the requested Borrowing Date, if all or any part case of the requested Term Loans are to be initially Eurodollar RFR Loans or (b) ABR Loans, one Business Day prior to the requested Borrowing anticipated Closing Date and (ii) in the case of Term Benchmark Loans, two Business days prior to the anticipated Closing Date; provided, otherwisethat with respect to the 2024 Delayed Draw Term Loans, such notice may be received no later than 11:59 p.m., New York City time, on the Business Day prior to the 2024 Delayed Draw Funding Date (or such shorter period as the Administrative Agent and 2024 Delayed Draw Term Lenders agree to)), requesting that the Term Lenders make the Term Loans on the Closing Date and specifying (i) the amount to be borrowed, . Such Committed Loan Notice shall specify (iii) the requested Borrowing Date, (ii) the principal amount of Term Loans to be borrowed, (iii) whether the borrowing is Type of Term Loan to be of Eurodollar Loansborrowed, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loansapplicable, the amount of such Eurodollar Loans and the respective lengths duration of the initial Interest Periods therefor. Each borrowing under Period with respect thereto, and (v) the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan CommitmentBorrower. Upon receipt of any such Borrowing Committed Loan Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 12:00 Noon, New York City time, on the Borrowing Closing Date requested by (or, with respect to 2024 Delayed Draw Term Loans, the opening of banking hours in New York City on the 2024 Delayed Draw Funding Date (or such later time as the Borrower in funds immediately agrees to)), each Term Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds in Dollars equal to the Term Loan or Term Loans to be made available to the Borrower by the such Lender. The Administrative Agent crediting 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 Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateimmediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower and the Permitted Borrower may borrow under the Delayed-Draw Term Loan Commitments during the Term Loan Delayed-Draw Commitment Period on any Business DayPeriod, provided, provided that the Borrower or the Permitted Borrower (as the case may be) shall give the Administrative Agent an irrevocable Borrowing Notice written (or telephonic promptly confirmed in writing) notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, (ai) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (bii) one Business Day prior to the requested Borrowing Date, otherwiseDate (which notice may be conditional upon the closing of the portion of the Emmis Acquisition to be financed by such borrowing), in the case of ABR Loans (except that such notice must be received by the Administrative Agent prior to 9:00 a.m., New York City time, on the Delayed-Draw Effective Date in the case of ABR Loans requested to be borrowed on such date)) specifying (i) the amount and Type of Delayed-Draw Term Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Each borrowing such notice shall be given by the Borrower in the form of Exhibit J. Each Borrowing under the Delayed-Draw Term Loan Commitments shall be in an amount equal to (A) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available aggregate amount of unused Delayed-Draw Term Loan Commitments are is less than $10,000,0001,000,000, such lesser amount) and (B) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 thereof. Upon receipt of such notice the Administrative Agent shall promptly notify each Delayed-Draw Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on such Borrowing Date, each Delayed-Draw Term Loan Lender shall make available to the Administrative Agent at its office specified in subsection 10.2 an amount in immediately available funds equal to the Delayed-Draw Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower and the Permitted 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 Delayed-Draw Term Loan Lenders in like funds as received by the Administrative Agent. (b) The Borrower or the Permitted Borrower, as the case may be, shall give the Administrative Agent irrevocable written (or telephonic promptly confirmed in writing) notice of the borrowing of any Incremental Term Loans under any Incremental Term Loan Facility (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), subject specifying (A) the amount and Type of Incremental Term Loans to be borrowed, (B) the provisions requested Borrowing Date and (C) in the case of Section 2.12; providedEurodollar Loans, that the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such notice shall be given by the Borrower in the form of Exhibit J. Each borrowing under any Incremental Term Loan Facility shall draw be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a minimum whole multiple of $50,000,000 100,000 in excess thereof and (y) in the case of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan CommitmentEurodollar Loans, $5,000,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such Borrowing Notice from the Borrowernotice with respect to an Incremental Term Loan Facility, the Administrative Agent shall promptly notify each Term Loan relevant Incremental Lender thereof. Each Term Loan relevant Incremental Lender will make the amount of its respective Incremental Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower or the Permitted Borrower, as applicable, at the office of the Administrative Agent specified in Section subsection 10.2 prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower or Permitted Borrower, as applicable, in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower or the Permitted Borrower, as applicable, by the Administrative Agent crediting the relevant account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan applicable Lenders and in like funds as received by the Administrative Agent. Any The provisions of the paragraph shall be subject to any applicable limitations or requirements in the relevant Incremental Term Loan Commitments outstanding on Activation Notice. On or prior to the requested Borrowing Date for any Incremental Term Loans, the Borrower shall, if requested by the Administrative Agent, provide evidence reasonably satisfactory to the Administrative Agent that the borrowing of such Incremental Term Loan Extended Borrowing Date shall be cancelled on such datedoes not breach any of the Borrower’s covenants or agreements in respect of any Subordinated Indebtedness or Senior Unsecured Indebtedness then outstanding.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the --------------------------------- Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date and shall be confirmed in writing pursuant to the Borrowing Notice attached as Exhibit M-1, a "Borrowing Notice") ----------- ---------------- requesting that the Term Lenders make the initial Tranche A Term Loans (in an aggregate amount not to exceed $25,000,000) and make the Tranche B Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender on the Closing Date. The Administrative Agent shall credit the account of the Borrower on the books of such office of the (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans LIBOR Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of Base Rate Loans), specifying (i) the amount and Type of Tranche A Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar LIBOR Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Term Loan Commitments such advance shall be in an amount equal to (x) in the case of Base Rate Loans, $10,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available aggregate undrawn Tranche A Term Loan Commitments are Commitment is less than $10,000,0001,000,000, such lesser amount)) and (y) in the case of LIBOR Loans, subject to the provisions of Section 2.12; provided, that the Borrower shall draw $5,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment1,000,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Each Tranche A Term Loan Lender or Tranche B Term Lender, as applicable, will make the amount of its Term Loan Commitment Percentage pro rata share of each borrowing available to the --- ---- Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 Funding Office prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the hereby requests a Tranche A Term Loan borrowing on the Closing Date in an amount equal to the aggregate amount of the Tranche A Commitments during of the Tranche A Lenders and a Tranche B Term Loan Commitment Period borrowing on any Business Day, provided, that the Closing Date in an amount equal to the aggregate amount of the Tranche B Commitments of the Tranche B Lenders. The Borrower shall give the Administrative Agent an irrevocable Borrowing Notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Closing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise)Loans, specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be respective amounts of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly each such Type of Eurodollar Loans, the amount of such Eurodollar Loans Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under ; provided that, (a) during the Suspension Period, all Term Loan Commitments Loans shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof Base Rate Loans and (orb) during the Transition Period, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under only select a one month Interest Period. If no such notice is given by the Borrower, the Term Loan CommitmentLoans shall initially be Base Rate Loans. Upon receipt of any such Borrowing Notice from notice the Borrower, the Administrative Agent shall promptly notify each the Term Loan Lender Lenders thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage pro rata share of each borrowing of Term Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 subsection 12.2 prior to 11:00 10:00 A.M., New York City time, on the Borrowing Closing Date requested by the Borrower in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to The Agent shall, by 12:00 noon, New York City time, on the Borrower by the Administrative Agent crediting Closing Date credit the account of the Borrower on the books of such office of the Agent or such other account as specified by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Borrowing Closing Date requested by and specifying the Borrower in funds immediately amount to be borrowed and whether the Term Loans will initially be LIBOTerm Benchmark Loans or Prime Rate Loans (and, if LIBOTerm Benchmark Loans, the Interest Period for such Term Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made available to the Borrower by the such Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in Section 2.09, Section 2.10 and Section 2.11, Term Loans shall be either Prime Rate Loans or LIBOTerm Benchmark Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this Section 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan Lenders and by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in like funds as received accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Administrative AgentBorrower. Any Subject to the other provisions of this Section 2.03 and the provisions of Section 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBOTerm Benchmark Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Commitments outstanding Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 9 Effective Date each Additional Term B-6 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-6 Loan Extended Borrowing Date to be made by such Additional Term B-6 Lender pursuant to its Additional Term B-6 Commitment. The Administrative Agent shall be cancelled credit the account of the Borrower on the books of such dateoffice of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-6 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower and the Subsidiary Borrowers may borrow under the Term Loan Commitments during on the Term Loan Commitment Period on any Business DayClosing Date, provided, subject to the limitation for Foreign Subsidiary Borrowers in subsection 2.1; provided that the Borrower or the relevant Subsidiary Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice ((1) which notice must be received by the Administrative Agent prior to 10:00 11:00 A.M., New York City timetime on the Closing Date, in the case of ABR Loans, (a2) which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the requested Borrowing Closing Date, if all or any part in the case of the requested Term LIBOR Loans are to in Dollars, (3) which notice must be initially Eurodollar Loans or (b) one received by 11:00 A.M. London time two Business Day Days prior to the requested Borrowing Closing Date, otherwisein the case of LIBOR Loans in Sterling, (4) which notice must be received by 11:00 a.m. Frankfurt time two Frankfurt Banking Days prior to the Closing Date, in the case of FIBOR Loans, (5) which notice must be received by 11:00 a.m. Paris time two Paris Banking Days prior to the Closing Date, in the case of PIBOR Loans), specifying (i) the identity of the Borrower or Subsidiary Borrower borrowing and the amount and currency to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be an ABR Loan (in the case of Eurodollar LoansTerm Loans in Dollars) or a LIBOR Loan, Base Rate Loans a FIBOR Loan or a PIBOR Loan or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly of Eurodollar Loansa LIBOR Loan, the amount of such Eurodollar Loans to be a LIBOR Loan and (v) the respective lengths length of the initial Interest Periods thereforPeriod for such LIBOR Loan, FIBOR Loan or PIBOR Loan, as applicable. Each ABR borrowing under by the Borrower or any Domestic Subsidiary Borrower pursuant to the Term Loan Commitments shall be in an aggregate principal amount equal to $10,000,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each LIBOR borrowing in Dollars by the Borrower or any Subsidiary Borrower pursuant to the Term Commitments shall be in an aggregate principal amount equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each LIBOR borrowing in a Tranche A Subtranche Currency by the Borrower or any Subsidiary Borrower pursuant to the Term Commitments shall be in an aggregate principal amount equal to U.S.$2,500,000 or a whole multiple of U.S.$1,000,000 in excess thereof in the Tranche A Subtranche Currency Equivalent thereof. (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5b) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice notice from the BorrowerBorrower or a Subsidiary Borrower pursuant to this subsection 2.2, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower or such Subsidiary Borrower at the office of the Administrative Agent specified in Section subsection 10.2 prior to 11:00 A.M.2:00 P.M., New York City time (or in the case of any borrowing in a Tranche A Subtranche Currency at the place and time specified by the Administrative Agent from time to time), on the Borrowing Date requested by the Borrower or such Subsidiary Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower or such Subsidiary Borrower by the Administrative Agent crediting the account of the Borrower or such Subsidiary Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, ; provided that the Borrower shall give the Administrative Agent an irrevocable notice (by delivering to the Administrative Agent a Notice of Borrowing, which 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, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of Base Rate Loans), specifying (i) the amount and Type of Term Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Term Loan Commitments are less than $10,000,0001,000,000, such lesser amount)) and (y) in the case of Eurodollar Loans, subject to $1,000,000 or a whole multiple of $100,000 in excess thereof; provided that, notwithstanding the provisions of Section 2.12; providedforegoing, that the Borrower shall draw a minimum of $50,000,000 of may borrow Base Rate Loans under the Term Loans Loan Commitments on the Closing Date and so long as the Borrower may not make more than five (5) drawings thereafter under Notice of Borrowing with respect thereto is delivered to the Term Loan CommitmentAdministrative Agent prior to 12:00 Noon, New York time on such date. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 Funding Office prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Borrower, upon its instructions, by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during Loans (i) on the Effective Date, in the case of the Tranche A Term Loan Commitment Period Loans and the Tranche B Term Loans, or (ii) on any Business DayDay during the period from the Effective Date to and including the third anniversary of the Effective Date, providedin the case of the Multi-Draw Term Loans, provided that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice 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 requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), ) requesting that the Term Loan Lenders make the Term Loans on the requested Borrowing Date and specifying (i) in the case of Tranche A Term Loans, Tranche B Term Loans and Multi-Draw Term Loans, the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is Term Loans are to be of initially Eurodollar Loans, Base Rate ABR Loans or a combination thereof thereof, and (iviii) if the borrowing is Term Loans are to be entirely or partly of Eurodollar Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Multi-Draw Term Loan Commitments shall be in an amount at least equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment25,000,000. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its pro rata share of the Term Loan Commitment Percentage of each borrowing Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 subsection 12.2 prior to 11:00 12:00 Noon (or 10:00 A.M., in the case of the borrowings of Tranche A Term Loans and Tranche B Term Loans on the Effective Date), New York City time, on the requested Borrowing Date requested by the Borrower in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the The Administrative Agent crediting 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 like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term B Loans on the Borrowing Closing Date requested by and specifying the Borrower in funds immediately amount to be borrowed and whether the Term B Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made available to the Borrower by the such Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term B Loan by causing any lending office of such Lender to make such Term B Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Lenders and Amendment. (d) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date each Additional Term B-1 Lender shall make available to the Administrative Agent at the Funding Office an amount in like immediately available funds as received equal to the Term B-1 Loan to be made by such Additional Term B-1 Lender pursuant to its Additional Term B-1 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Administrative Agent. Any Additional Term Loan Commitments outstanding B-1 Lenders in immediately available funds. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 3 Effective Date each Additional Term B-2 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-2 Loan Extended Borrowing Date to be made by such Additional Term B-2 Lender pursuant to its Additional Term B-2 Commitment. The Administrative Agent shall be cancelled credit the account of the Borrower on the books of such dateoffice of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-2 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested anticipated Borrowing Date, otherwise), ) requesting that the Term Loan Lenders make the Term Loans on the proposed Borrowing Date and specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of The Term Loans made on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitmentshall initially be Base Rate Loans. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 12:00 Noon, New York City time, on the proposed Borrowing Date requested by the Borrower in funds immediately each Term Loan Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the 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 make available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds funds. (b) Each Lender shall be deemed to have made a PIK Term Loan, (i) with respect to the PIK Term Loans made pursuant to Section 2.7(a), on the last day of each March, June, September and December and on the Conversion Date and (ii) with respect to the PIK Term Loans made pursuant to Sections 2.13(a) and 2.13(b), on each Interest Payment Date, in each case, in the amounts and subject to provisions of such Sections. Each PIK Term Loan shall initially be a Base Rate Loan and may from time to time thereafter be Eurodollar Loans or Base Rate Loans, as received determined by the Borrower and notified to the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateAgent in accordance with Section 2.

Procedure for Term Loan Borrowing. The Borrower may borrow under In the case of the Tranche A --------------------------------- Term Loan Commitments during Loans and the Tranche B Term Loan Commitment Period on any Business DayLoans, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.2:00 P.M., New York City time, one Business Day prior to the requested Borrowing Date) requesting that the Tranche A Term Loan Lenders and the Tranche B Term Loan Lenders make such Term Loans on the requested Borrowing Date (which must be a Business Day) and specifying the amount to be borrowed. All Tranche A Term Loans and Tranche B Term Loans initially shall be made as ABR Loans and shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. In the case of Acquisition Term Loans, the Borrower may borrow under the Acquisition Term Loan Commitments during the period prior to October 27, 1998 on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable -------- notice (which notice must be received by the Administrative Agent prior to (a) 3:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to 11:00 A.M., New York City time, on the requested Borrowing Date, otherwisein the case of ABR Loans), specifying (i) the amount and Type of Acquisition Term Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Acquisition Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof (or, if the then Available unused Acquisition Term Loan Commitments are of all Acquisition Term Loan Lenders aggregate less than $10,000,0001,000,000, such lesser amount)) and (y) in the case of Eurodollar Loans, subject to the provisions of Section 2.12; provided, that the Borrower shall draw $5,000,000 or a minimum whole multiple of $50,000,000 of 1,000,000 in excess thereof. Any Term Loans which are made on the Closing Date and the Borrower may not make more than five be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the earlier of (5a) drawings thereafter under the Term Loan Commitmentdate which is 60 days after the Closing Date and (b) the date upon which the Administrative Agent determines (in good faith) that the syndication of the Commitments is complete. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 12:00 Noon, New York City time, on the requested Borrowing Date requested by the Borrower in funds immediately each Term Loan Lender shall make available to the Administrative Agent. Such borrowing will then Agent at its office specified in Section 10.2 an amount in immediately available funds equal to the Term Loan or Term Loans to be made available to the Borrower by the such Lender. The Administrative Agent crediting 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 Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateimmediately available funds.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, (a) three on the Business Days prior to Day preceding the requested Borrowing anticipated Closing Date), if all or any part of requesting that the requested Term Lenders make the Term Loans are on the Closing Date and specifying the amount to be initially Eurodollar Loans or borrowed. (b) one Business Day prior to The Borrowing request shall be given by delivery of a written Borrowing request, which shall be substantially in the requested form of Exhibit A, duly completed and executed by the Borrower. (c) The Borrowing Date, otherwise), specifying request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Dateborrowing date, (iii) whether the borrowing is to be comprised of Eurodollar Term Benchmark Loans, Base Rate ABR Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly comprised of Eurodollar Term Benchmark Loans, the amount of such Eurodollar Loans Term Benchmark Loan and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under , and (v) the Term Loan Commitments shall account into which the amount is to be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof paid. (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5d) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Prior to (i) 11:00 A.M. New York City time in the case of Term Loan Benchmark Loans and (ii) 2:00 P.M. New York City time in the case of ABR Loans, on the Closing Date, each Lender will make the an amount of equal to its Term Loan Funding Commitment Percentage of each borrowing the principal amount of the Term Loans requested to be made on the Closing Date available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower subsection 11.2 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during on the Term Loan Commitment Period on Borrowing Date, which date must be a Working Day if all or any part of the requested Loans are to be initially Eurodollar Loans, or a Business Day, provided, Day if the borrowing is a Base Rate Loan; provided that the Borrower shall give the Administrative Agent an irrevocable Borrowing written notice in the form of a Loan Notice (which notice must be received by the Administrative Agent i) prior to 10:00 A.M.1:00 P.M., New York City time, (a) three Business Working Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans or and (bii) prior to 12:00 Noon, New York City time, one Business Working Day prior to the requested Borrowing Date, otherwise)in the case of Base Rate Loans, specifying (iA) the amount to be borrowed, (iiB) the requested Borrowing Date, (iiiC) whether the borrowing is to be of a Eurodollar LoansLoan, a Base Rate Loans Loan or a combination thereof and (ivD) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Term Period for each Eurodollar Loan Commitments shall be included in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof such notice. (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5b) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Loan Notice from the Borrower, the Administrative Agent shall promptly notify each Term Bank thereof (but in any event no later than (i) the date of receipt of such Loan Lender thereofNotice from the Borrower, in the case of Eurodollar Loans and (ii) 12:30 P.M., New York City time, on the Borrowing Date in the case of Base Rate Loans). Each Term Loan Lender Bank will make the amount of its Term Loan Commitment Percentage of each borrowing such Bank’s Funding Obligation available to the Administrative Agent for the account of the Borrower (x) at the office of the Administrative Agent specified set forth in Section 10.2 subsection 9.2 prior to 11:00 A.M.(1) 2:00 P.M., New York City time, in the case of Base Rate Loans, and (2) 12:00 Noon, New York City time, in the case of Eurodollar Loans, in each case on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the Administrative Agent, or such office other account of the Borrower as shall have been designated by the Borrower to the Administrative Agent, with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders Banks and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding . (c) Unless the Administrative Agent shall have been notified in writing by any Bank prior to the Borrowing Date that such Bank will not make available to the Administrative Agent the amount which would constitute its Funding Obligation on such Borrowing Date, the Administrative Agent may assume that such Bank has made such amount available to the Administrative Agent on the Term Loan Extended Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower an amount equal to such Bank’s Funding Obligation on the Borrowing Date. The Administrative Agent shall notify the Borrower as promptly as practicable if such Bank’s Funding Obligation is not made available to the Administrative Agent on such Borrowing Date. If such amount is made available to the Administrative Agent on a date after the Borrowing Date, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Bank’s Funding Obligation (minus the amount, if any, which such Bank has made available to the Administrative Agent), times (iii) a fraction, the numerator of which is the number of days that elapse from and including the Borrowing Date to the date on which such Bank’s Funding Obligation shall be cancelled on such date.have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this subsection 2.3

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments on any Business Day during the Term Loan Commitment Period on any Business DayPeriod, provided, provided that the Borrower shall give deliver to the Administrative Agent an irrevocable a Borrowing Notice (which notice Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M.(a) 1:00 p.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to 11:00 a.m., New York City time, on the requested Borrowing Date, otherwise), specifying (i) in the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be case of Eurodollar Loans, Base Rate Loans). Any Term Loans or a combination thereof and (iv) if made on the borrowing is to Closing Date shall initially be entirely or partly of Eurodollar Base Rate Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing of Term Loans under the Term Loan Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Term Loan Commitments are less than $10,000,0001,000,000, such lesser amount)) and (y) in the case of Eurodollar Loans, subject to the provisions of Section 2.12; provided, that the Borrower shall draw $1,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment1,000,000 in excess thereof. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make its Term Loan Percentage of the amount of its Term Loan Commitment Percentage of each borrowing of Term Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 Funding Office prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds Dollars 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow --------------------------------- under the Delayed Draw Term Loan Commitments during the Term Loan Commitment Period on any Business DayDay during the Delayed Draw Commitment Period, provided, provided that the Borrower shall give the -------- Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.1:00 pm, New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of Base Rate Loans), specifying (i) the amount and Type of Delayed Draw Term Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing of Delayed Draw Term Loans under the Delayed Draw Term Loan Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Delayed Draw Term Loan Commitments are less than $10,000,0001,000,000, such lesser amount)) and (y) in the case of Eurodollar Loans, subject to the provisions of Section 2.12; provided, that the Borrower shall draw $5,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment1,000,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Delayed Draw Term Loan Lender thereof. Each Delayed Draw Term Loan Lender will make its Delayed Draw Term Percentage of the amount of its Term Loan Commitment Percentage of each borrowing of Delayed Draw Term Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 Funding Office prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing borrowings will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and promptly in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during Borrower shall deliver to the applicable Term Loan Commitment Period on any Business DayAdministrativeB Agent a Borrowing Request, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.not later than 11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to before the requested anticipated ClosingEighth Amendment Effective Date requesting that the applicable Term Loan Lenders make the applicable Term Loans on the ClosingEighth Amendment Effective Date. The Borrowing Date, otherwise), specifying Request must specify (i) the applicable Facility and the principal amount of the applicable Term Loans to be borrowed, (ii) the requested date of the Borrowing Date(which shall be a Business Day), (iii) whether the borrowing is Type of Term Loans to be of Eurodollar Loansborrowed, Base Rate Loans or a combination thereof and (iv) if in the borrowing is to be entirely case of a Eurodollar Borrowing or partly of Eurodollar LoansSOFR Borrowing, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (v) the location and number of the Term Loan Commitments Borrower’s account to which funds are to be disbursed, which shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if comply with the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions requirements of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment2.8. Upon receipt of any such Borrowing Notice from the BorrowerRequest, the Administrative applicable Term Loan AdministrativeB Agent shall promptly notify each applicable Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 10:00 a.m., New York City timetime (or, if later, promptly following the satisfaction of the conditions precedent to the initial extension of credit hereunder set forth in Section 4.1), on the Borrowing ClosingEighth Amendment Effective Date requested by the Borrower in funds immediately each 2024 Refinancing Term Loan B Lender shall make available to the Administrative Agentapplicable Term Loan AdministrativeB Agent an amount in immediately available funds equal to the applicable Term Loans to be made by such Lender. Such borrowing will then be made Term Loan AdministrativeB Agent shall make available to the Term Loan Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative such Term Loan AdministrativeB Agent by the such Term Loan Lenders and Lenders, in like funds as received by the Administrative Agent. Any such Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateAdministrativeB Agent.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to (i) 10:00 A.M., New York City time, time one Business Day before the Initial Funding Date in the case of the Initial Term Loans and (ii) (a) in the case of Eurodollar Loans, 10:00 A.M., New York City time three Business Days prior to the requested Borrowing Date, if all or any part of the requested before a Subsequent Term Loans are to be initially Eurodollar Loans or Loan Funding Date and (b) in the case of Base Rate Loans, 10:00 A.M., New York City time one Business Day prior to the requested Borrowing before a Subsequent Term Loan Funding Date, otherwise)in the case of the Subsequent Term Loans) requesting that the Term Lenders make the Initial Term Loans on the Initial Funding Date or the Subsequent Term Loans on a Subsequent Term Loan Funding Date, and specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments which shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 1,500,000 and in increments of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment$500,000 in excess thereof. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each corresponding Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately Initial Funding Date, each Term Lender with an Initial Term Commitment shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Initial Term Loans to be made by such Lender. Not later than 12:00 Noon, New York City time, on a Subsequent Term Loan Funding Date for Subsequent Term Loans, each Term Lender with a Subsequent Term Commitment (or remaining amount (if any) of Initial Term Commitment) shall make available to the Borrower by the Administrative Agent crediting at the Funding Office an amount in immediately available funds equal to the Subsequent Term Loans to be made by such Lender on such Subsequent Term Loan Funding 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 Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower may To borrow under Initial Term Loans on the Term Loan Commitments during the Term Loan Commitment Period on any Business DayClosing Date, provided, that the Borrower shall give the Administrative Agent an irrevocable notice by submitting a Borrowing Notice Request (which notice 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, if all or any part in the case of EurodollarTerm Benchmark Loans; provided, that such notice may be received by the requested Term Loans are Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the Closing Date for a EurodollarTerm Benchmark Borrowing to be initially Eurodollar Loans made on the Closing Date, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the requested Borrowing Date, (iii) whether the borrowing is to be case of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar EurodollarTerm Benchmark Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple thereof and (y) in the case of Term Benchmark Loans, $5,000,000, or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitmentthereof. Upon receipt of any such Borrowing Notice Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan applicable Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 applicable Funding Office prior to 11:00 A.M.10:30 a.m., New York City time, on the Borrowing Date in respect of such Commitments requested by the such Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing anticipated Closing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under requesting that the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if Lenders make the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and specifying the Borrower may not make more than five (5) drawings thereafter under amount to be borrowed. The Term Loans made on the Term Loan CommitmentClosing Date shall initially be Base Rate Loans. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 12:00 Noon, New York City time, on the Borrowing Closing Date requested by the Borrower in funds immediately each Term Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made available to the Borrower by the such Lender. The Administrative Agent crediting 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 Loan Lenders and in like funds as received by immediately available funds. (b) The Borrower shall pay to each Tranche B Lender on the Administrative Agent. Any Closing Date, at such Tranche B Lender's option either (i) an amount representing original issue debt discount on each such Tranche B Lender's Tranche B Term Loan Commitments outstanding on (the "OID Amount") equal to 2.50% of the principal amount of such Tranche B Term ---------- Loan or (ii) an amount representing an additional fee in respect of such Tranche B Lender's Tranche B Term Loan Extended Borrowing Date (the "Additional Fee Amount") equal to 2.50% of --------------------- the principal amount of such Tranche B Term Loan. The obligation of each Tranche B Lender to make a Tranche B Term Loan pursuant to paragraph (a) of this Section 2.2 and the Borrower's obligation to pay the OID Amount or the Additional Fee Amount, as the case may be, pursuant to this paragraph (b) shall (unless such Tranche B Lender requests that such amount be cancelled on paid directly to such dateTranche B Lender) be netted against each other, such that each such Tranche B Lender shall pay to the Borrower the amount by which such Tranche B Lender's obligation to make a Tranche B Term Loan pursuant to paragraph (a) exceeds the OID Amount or the Additional Fee Amount, as the case may be. Amounts payable under this paragraph (b) are in addition to any other fees or other amounts payable to any Tranche B Lender under this Agreement.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Borrowing Closing Date requested by and specifying the Borrower in funds immediately amount to be borrowed and whether the Term Loans will initially be Term Benchmark Loans or Prime Rate Loans (and, if Term Benchmark Loans, the Interest Period for such Term Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made available to the Borrower by the such Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in Section 2.09, Section 2.10 and Section 2.11, Term Loans shall be either Prime Rate Loans or Term Benchmark Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this Section 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan Lenders and by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in like funds as received accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Administrative AgentBorrower. Any Subject to the other provisions of this Section 2.03 and the provisions of Section 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of Term Benchmark Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Commitments outstanding Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 911 Effective Date each Additional Term B-67 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-67 Loan Extended Borrowing Date to be made by such Additional Term B-67 Lender pursuant to its Additional Term B-67 Commitment. The Administrative Agent shall be cancelled credit the account of the Borrower on the books of such dateoffice of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-6 Lenders7 Lender in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower Company may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any a Business Day, provided, provided that the Borrower Company shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.(a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part funding date of the requested Term Loans are to be initially Eurodollar Loans, in the case of Eurocurrency Loans or (b) one 11:00 A.M., New York City time on the Business Day prior to of the requested funding date of the Term Loans, in the case of ABR Loans (such funding date, the “Term Loan Borrowing Date, otherwise”)), specifying (i) the amount and Type of Term Loans to be borrowed, (ii) the requested Term Loan Borrowing Date, and (iii) whether in the borrowing is to be case of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans, the amount of such Eurodollar Loans and the respective lengths length of the initial Interest Periods Period therefor. Each The borrowing under the Term Loan Commitments commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and (ory) in the case of Eurocurrency Loans, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw 5,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment1,000,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage pro rata share of each the borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 10.2 Funding Office prior to 11:00 A.M.12:00 Noon, New York City time, on the Term Loan Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Parent Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.(a) 12:30 P.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Effective Date (or, in the case of Incremental Tranche B Term Loans, the Incremental Tranche B Effective Date), if all or any part of the requested Term Loans are to be initially Eurodollar Eurocurrency Loans or made in Dollars, (b) 11:00 A.M., London time, at least three Business Days prior to the Effective Date, if any part of the Tranche A Term Loans are to be initially Eurocurrency Loans made in any Designated Foreign Currency or (c) 12:30 P.M., New York City time, at least one Business Day prior to the requested Borrowing Effective Date (or the Incremental Tranche B Effective Date, otherwiseas the case may be), otherwise) requesting that the Term Loan Lenders make the Term Loans on the Effective Date (or the Incremental Tranche B Effective Date, as the case may be) and specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is Term Loans are to be of Eurodollar initially Eurocurrency Loans, Base Rate ABR Loans or a combination thereof thereof, and (iviii) if the borrowing is Term Loans are to be entirely or partly of Eurodollar Eurocurrency Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (ortherefor and, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to Eurocurrency Loans in respect of any part of the provisions borrowing of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Tranche A Term Loans on are to be made entirely or partly in any Designated Foreign Currency, the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan CommitmentDesignated Foreign Currency thereof. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its PRO RATA share of the Term Loan Commitment Percentage of each borrowing Loans available to the Administrative Agent for the account of the Parent Borrower at the office of the Administrative Agent specified in Section 10.2 subsection 11.2 prior to 11:00 10.00 A.M., New York City time, or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Term Loan Lender and the Parent Borrower reasonably in advance of the Effective Date (or the Incremental Tranche B Effective Date, as the case may be) with respect thereto, on the Borrowing Effective Date requested by (or the Borrower Incremental Tranche B Effective Date, as the case may be) in Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the The Administrative Agent crediting 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 like funds as received by the Administrative Agent. SECTION 6. Any AMENDMENT TO SUBSECTION 4.10 (REQUIREMENTS OF LAW). Subsection 4.10 of the Credit Agreement is hereby amended by adding the phrase ", or with respect to the Incremental Tranche B Term Loan Commitments outstanding Loans, the Incremental Tranche B Effective Date" immediately before the phrase "(or, if later, the date on which such Lender becomes a Lender)" in each place the latter phrase appears. SECTION 7. AMENDMENT TO SUBSECTION 4.11(b) (TAXES). Subsection 4.11 (b) is hereby amended by adding the phrase "(or, if later, with respect to the Incremental Tranche B Term Loans, the Incremental Tranche B Effective Date)" immediately after the phrase "after the date such Person becomes a Lender hereunder". SECTION 8. AMENDMENTS TO SUBSECTION 5.17 (PURPOSE OF LOANS). (a) Subsection 5.17 of the Credit Agreement is hereby amended by adding the phrase "(other than the Incremental Tranche B Term Loans)" immediately after the phrase "The proceeds of the Term Loan Extended Borrowing Date shall be cancelled on such dateLoans".

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, providedprovided that, that the Borrower shall give deliver to the Administrative Agent an irrevocable a Borrowing Notice (which notice Borrowing Notice must be received by the Administrative Agent prior to, (i) with respect to the Committed Term Loans to be made on the Effective Date, 10:00 A.M., New York City time, one Business Day prior to the Effective Date and (ii) with respect to Committed Term Loans to be made on any date after the Effective Date, 12:00 Noon, New York City time (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of Base Rate Loans), specifying (ix) the amount and Type of Term Loans to be borrowed, (iiy) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof Date and (ivz) if in the borrowing is to be entirely or partly case of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths length of the initial Interest Periods Period therefor. The Committed Term Loans made on the Effective Date shall initially be Base Rate Loans, and no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is the earlier of (i) 30 days after the Effective Date and (ii) the date upon which the Administrative Agent shall determine in its sole discretion that the primary syndication has been completed. Each borrowing under the of Committed Term Loan Commitments Loans in excess of $275,000,000 shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less greater than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment15,000,000. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 12:00 Noon, New York City time, on the proposed Borrowing Date requested by the Borrower in funds immediately each Term Loan Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender, except to the extent such Lender has been deemed to make a Term Loan pursuant to Section 2.1(b). The Administrative Agent shall make available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such datefunds.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of Base Rate Loans), specifying (i) the amount and Type of Term Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. The Initial Term Loans shall initially be Base Rate Loans, and no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the Syndication Date. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $10,000,000 1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitmentthereof. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Initial Term Loan Lender will make the amount of its Term Loan Commitment Percentage pro rata share of each borrowing of the Initial Term Loans, and each Delayed Draw Term Loan Lender will make the amount of its pro rata share of each borrowing of Delayed Draw Term Loans, available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 Funding Office prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower Company may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, provided that the Borrower Company shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., 11:00 A.M. (New York City time, ) at least (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans Type of Loan and the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (A) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Aggregate Available Term Loan Commitments are less than $10,000,0001,000,000, such lesser amount)) and (B) in the case of Eurodollar Loans, subject to the provisions of Section 2.12; provided, that the Borrower shall draw $5,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment5,000,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 thereof not later than 9:00 A.M., New York City time, on the requested Borrowing Date. Not later than 12:00 Noon, New York City time, on each requested Borrowing Date, each Lender shall make an amount equal to its Term Loan Commitment Percentage of the principal amount of the Term Loans requested to be made on such Borrowing Date requested by the Borrower in funds immediately available to the Administrative AgentAgent at its office specified in subsection 13.2 in U.S. Dollars and in immediately available funds. Such borrowing will then be made available to the Borrower by the The Administrative Agent crediting shall on such date credit the account of the Borrower Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower Company may borrow under the Term Loan Commitments during on the Term Loan Commitment Period on any Business DayClosing Date, provided, PROVIDED that the Borrower Company shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., 11:00 A.M. (New York City time, ) at least (a) three Business Days prior to the requested Borrowing Closing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Closing Date, otherwise), specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Closing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans Type of Loan and the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Term Loan Lender thereofLender. Each Not later than 12:00 Noon (New York time) on the Closing Date each Term Loan Lender will shall make the an amount of equal to its Term Loan Commitment Percentage of each borrowing the principal amount of the Term Loans requested to be made on Closing Date available to the Administrative Agent for at its office specified in subsection 14.2 in U.S. Dollars and in immediately available funds. The Administrative Agent shall on such date credit the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower 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 Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Borrowing Closing Date requested by and specifying the Borrower in funds immediately amount to be borrowed and whether the Term Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Term Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made available to the Borrower by the such Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in SECTION 2.09, SECTION 2.10 and SECTION 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this SECTION 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan Lenders and by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in like funds as received accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Administrative AgentBorrower. Any Subject to the other provisions of this SECTION 2.03 and the provisions of SECTION 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Commitments outstanding Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 4 Effective Date each Additional Term B-3 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-3 Loan Extended Borrowing Date shall to be cancelled on made by such date.Additional Term B-3 Lender pursuant to its

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during on the Term Loan Commitment Period on any Business Day, provided, Closing Date; provided that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice ((1) which notice must be received by the Administrative Agent prior to 10:00 11:00 A.M., New York City timetime on the Closing Date, in the case of ABR Loans and (a2) which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the requested Borrowing Closing Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwiseLIBOR Loans), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iiiii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans an ABR Loan or a LIBOR Loan or a combination thereof and thereof, (iviii) if the borrowing is to be entirely or partly of Eurodollar Loansa LIBOR Loan, the amount of such Eurodollar Loans to be a LIBOR Loan and (iv) the respective lengths length of the initial Interest Periods thereforPeriod for such LIBOR Loan. Each ABR borrowing under by the Borrower pursuant to the Term Loan Commitments shall be in an aggregate principal amount equal to $10,000,000 1,000,000 or a whole multiple of $100,000 250,000 in excess thereof (or, if thereof. Each LIBOR borrowing by the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject Borrower pursuant to the provisions of Section 2.12; provided, that the Borrower Term Commitments shall draw be in an aggregate principal amount equal to $1,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five 1,000,000 in excess thereof. (5a) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice notice from the BorrowerBorrower pursuant to this subsection 2.2, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage ratable share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section subsection 10.2 prior to 11:00 A.M.2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Parent Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.(a) 12:30 P.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Effective Date, if all or any part of the requested Term Loans are to be initially Eurodollar Eurocurrency Loans or made in Dollars, (b) 11:00 A.M., London time, at least three Business Days prior to the Effective Date, if any part of the Tranche A Term Loans are to be initially Eurocurrency Loans made in any Designated Foreign Currency or (c) 12:30 P.M., New York City time, at least one Business Day prior to the requested Borrowing Effective Date, otherwise), ) requesting that the Term Loan Lenders make the Term Loans on the Effective Date and specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is Term Loans are to be of Eurodollar initially Eurocurrency Loans, Base Rate ABR Loans or a combination thereof thereof, and (iviii) if the borrowing is Term Loans are to be entirely or partly of Eurodollar Eurocurrency Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (ortherefor and, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to Eurocurrency Loans in respect of any part of the provisions borrowing of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Tranche A Term Loans on are to be made entirely or partly in any Designated Foreign Currency, the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan CommitmentDesignated Foreign Currency thereof. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its pro rata share of the Term Loan Commitment Percentage of each borrowing Loans available to the Administrative Agent for the account of the Parent Borrower at the office of the Administrative Agent specified in Section 10.2 subsection 11.2 prior to 11:00 10:00 A.M., New York City time, or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Term Loan Lender and the Parent Borrower reasonably in advance of the Effective Date with respect thereto, on the Borrowing Effective Date requested by in Dollars or the Borrower applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the The Administrative Agent crediting 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 like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (ai) three Business Days prior to the requested Term Loan Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans Loans, or (bii) one Business Day prior to the requested such Term Loan Borrowing Date, otherwise), ) requesting that the Term Lenders make the Term Loans on the Merger Date and specifying (ix) the amount to be 32 27 borrowed, (ii) the requested Borrowing Date, (iiiy) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (ivz) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods thereforthereof; provided that the initial Term Loans shall be made on the Closing Date and thereafter Term Loans may be made two additional times prior to the Merger Date to prepay Interim Loans as provided in Section 4.16(a) and to pay for Capital Stock of Daws▇▇ ▇▇▇dered under the Tender Offer and on the Merger Date and the Term Loans shall be allocated on a pro rata basis between the Tranche A Term Loans and the Tranche B Term Loans. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $10,000,000 1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitmentthereof. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make thereof and of the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Loans constituting Tranche A Term Loans and Tranche B Term Loans, respectively. Not later than 12:00 Noon, New York City time, on the each Term Loan Borrowing Date requested by the Borrower in funds immediately each Term Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made available to the Borrower by the such Lender. The Administrative Agent crediting 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 Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateimmediately available funds.

Procedure for Term Loan Borrowing. 33 #4858-9314-8498 (i) The Borrower may borrow aggregate Borrowings under the Term Loan Commitments during pursuant to the First Restated Credit Agreement was in an amount of US$410,000,000. As of the Restatement Date, the aggregate outstanding principal amount of the Term Loan Commitment (prior to the further Borrowing contemplated by Section 2.01(a)(ii)) is US$360,702,720. (ii) As of the Restatement Date, interest on the Term Loan shall continue to accrue in accordance with the First Restated Credit Agreement until the end of the then current Interest Period and thereafter, interest shall accrue at the rate in accordance with Section 2.08. (iii) Borrower may make one (1) further Borrowing on any Business Daythe Restatement Date, provided, provided that the Borrower shall give has given the Administrative Agent an irrevocable a revocable Borrowing Notice Request (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City time, time three (a3) three U.S. Government Securities Business Days prior to the requested Borrowing Restatement Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, borrowed and (ii) the requested applicable Collateral Vessel(s). Such Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan CommitmentUS$200,000,000. Upon receipt of any such Borrowing Notice Request from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its pro rata share of the further Borrowing under the Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Restatement Date requested by the Borrower in funds immediately available to the Administrative Agent. Each Term Lender may, at its option, make any such Term Loan advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Term Lender to make such advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement. Such borrowing amounts made available to the Administrative Agent by the Term Lenders will then be made available to the Borrower by the Administrative Agent crediting the Collection Account or, at the Borrower’s option, by effecting a wire transfer of such amounts to an account of designated by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on If the Term Loan Extended Borrower revokes any Borrowing Date Request, the Borrower shall be cancelled on compensate the Lenders in connection with such daterevocation in accordance with Section 2.13.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during only on the Term Loan Commitment Period on any Business DayClosing Date, provided, provided that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., 11:00 A.M. (New York City time, ) at least (a) three Business Days prior to the requested Borrowing Closing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Closing Date, otherwise), specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Closing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate ABR Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans Type of Loan and the respective lengths length of the initial Interest Periods therefor; provided that until the date that is one month after the Closing Date, Eurodollar Loans may be made only for one month Interest Periods, and (v) the amount of Term A Loans and Term B Loans. The Term Loan Commitments shall expire at 5:00 P.M., New York City time, on the Closing Date, whether or not the Term Loans thereunder are made. Each borrowing under the Term Loan Commitments shall be in an amount equal to (A) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and (orB) in the case of Eurodollar Loans, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw 5,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment5,000,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 thereof not later than 9:00 A.M., New York City time, on the Borrowing Date requested by Closing Date. Not later than 12:00 Noon, New York City time, on the Borrower in funds immediately Closing Date, each Lender shall make an amount equal to its Term Loan Commitment available to the Administrative AgentAgent at its office specified in subsection 11.2 in U.S. Dollars and in immediately available funds. Such borrowing will then be made available to the Borrower by the The Administrative Agent crediting shall on such date credit the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term A Loan Commitments during only on the Term Loan Commitment Period on any Business Day, provided, Effective Date; provided that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., 11:00 A.M. (New York City time, ) at least (a) three Business Days prior to the requested Borrowing Effective Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Effective Date, otherwise), specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Effective Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate ABR Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans Type of Loan and the respective lengths length of the initial Interest Periods therefor, and (v) the amount of Term A Loans. The Term Loan Commitments shall expire at 5:00 P.M., New York City time, on the Effective Date, whether or not the Term Loans thereunder are made. Each borrowing under the Term Loan Commitments shall be in an amount equal to (A) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and (orB) in the case of Eurodollar Loans, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw 5,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment5,000,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 thereof not later than 9:00 A.M., New York City time, on the Borrowing Date requested by Effective Date. Not later than 12:00 Noon, New York City time, on the Borrower in funds immediately Effective Date, each Lender shall make an amount equal to its Term A Loan Commitment available to the Administrative AgentAgent at its office specified in subsection 11.2 in U.S. Dollars and in immediately available funds. Such borrowing will then be made available to the Borrower by the The Administrative Agent crediting shall on such date credit the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower Parent Borrowers may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Daythe Closing Date and on the Second Drawdown Date, provided, provided that the Borrower Parent Borrowers shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 8:30 A.M., New York City San Francisco time, (a) three Business Banking Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Banking Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (orthereof, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, further, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower Y&R (Delaware) may not make more than five (5) drawings thereafter borrow under the Term Loan CommitmentCommitments prior to the consummation of the Company Merger. Upon receipt of any such Borrowing Notice notice from the BorrowerParent Borrowers, the Administrative Agent shall promptly notify each Term Loan Lender 34 28 thereof. Each Term Loan Lender will make the amount of its pro rata share of the Term Loan Commitment Percentage of each borrowing Loans available to the Administrative Agent for the account of the Borrower Parent Borrowers at the office of the Administrative Agent specified in Section 10.2 Agent's Payment Office prior to 11:00 10:00 A.M., New York City San Francisco time, on the Borrowing Closing Date requested by or the Borrower Second Drawdown Date, as the case may be, in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the The Administrative Agent crediting shall credit the account of the Parent Borrower specified in the relevant notice of borrowing on the books of such office of the Administrative Agent on the related Borrowing Date, with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow make one (1) Borrowing under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Availability Period. The Term Loan shall be comprised entirely of a Base Rate Loan or a LIBO Rate Loan. Borrower shall give the Administrative Agent an irrevocable a revocable Borrowing Notice Request (which notice must be received by the Administrative Agent prior to 10:00 A.M.12:00 Noon, New York City timetime (i) in the case of a LIBO Rate Borrowing, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (bii) in the case of a Base Rate Borrowing, one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing such Borrowing is to be of Eurodollar Loans, a LIBO Rate Borrowing or a Base Rate Loans or a combination thereof Borrowing, and (iv) if in the borrowing is to be entirely or partly case of Eurodollar Loansa LIBO Rate Borrowing, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under The Borrowing of the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitmentat least US$135,000,000. Upon receipt of any such Borrowing Notice Request from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its pro rata share of the Term Loan Commitment Percentage of each borrowing advance available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the Collection Account or, at the Borrower’s option, by effecting a wire transfer of such amounts to an account of designated by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on If the Term Loan Extended Borrower revokes any Borrowing Date Request, the Borrower shall be cancelled on compensate the Lenders in connection with such daterevocation in accordance with Section 2.13.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the --------------------------------- Administrative Agent an its irrevocable Notice of Borrowing Notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.1:00 P.M., New York City time, (a) three Business Days prior to the requested Term Loan Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Term Loan Borrowing Date, otherwise), ) requesting that the Term Loan Lenders make the Term Loans on the Term Loan Borrowing Date and specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans Type of Loan and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrowerof Borrowing, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its pro rata share of the Term Loan Commitment Percentage of each borrowing Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 subsection 11.3 prior to 11:00 A.M., New York City time, on the Term Loan Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Term Loans will then be made available to the Borrower by the Administrative Agent crediting transferring to the account of directed by the Borrower on (which account need not be maintained by the books of such office Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, provided that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice telephonic notice (which notice must be received by the Administrative Agent prior to 10:00 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to on the requested Borrowing Date, otherwise), specifying (i) the aggregate amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount amounts of such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $10,000,000 500,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000500,000, such lesser amount)) and (y) in the case of Eurodollar Loans, subject to the provisions of Section 2.12; provided$5,000,000, that the Borrower shall draw or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment500,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 subsection 13.2 prior to 11:00 A.M.1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Closing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is Term Loans are to be of initially Eurodollar Loans, Base Rate ABR Loans or a combination thereof thereof, and (iv) if the borrowing is Term Loans are to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans Type of Loan and the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $10,000,000 500,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available available Term Loan Commitments are less than $10,000,000500,000, such lesser amount)) and (y) in the case of Eurodollar Loans, subject to the provisions of Section 2.12; provided, that the Borrower shall draw $1,000,000 or a minimum whole multiple of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment100,000 in excess thereof. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 subsection 11.2 prior to 11:00 A.M.1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.(a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing anticipated Closing Date, if all or any part of the requested Term Loans are to be initially Eurodollar LIBOR Loans or (b) one 12:00 Noon, New York City time, on the Business Day prior to preceding the requested Borrowing anticipated Closing Date, otherwisewith respect to ABR Loans), requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. (b) The borrowing request shall be given by delivery of a written borrowing request, which shall be substantially in the form of Exhibit A, duly completed and executed by the Borrower. (c) The Borrowing request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be comprised of Eurodollar LIBOR Loans, Base Rate ABR Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly comprised of Eurodollar LIBOR Loans, the amount of such Eurodollar Loans LIBOR Loan and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under , and (v) the Term Loan Commitments shall account into which the amount is to be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof paid. (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5d) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Prior to (i) 11:00 A.M. New York City time in the case of LIBOR Loans and (ii) 2:00 P.M. New York City time in the case of ABR Loans, on the Closing Date, each Lender will make the an amount of equal to its Term Loan Funding Commitment Percentage of each borrowing the principal amount of the Term Loans requested to be made on the Closing Date available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower subsection 11.2 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the --------------------------------- Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.2:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), ) requesting that the Term Loan Lenders make the Term Loans on the requested Borrowing Date (which must be a Business Day) and specifying (i) the amount to be borrowed, ; provided that the aggregate -------- amount of Tranche A Term Loans made by the Tranche A Term Loan Lenders after the Closing Date (iiafter giving effect to the making of such requested Tranche A Term Loans) shall not exceed the Delayed Draw Commitment on the requested Borrowing Date, (iii) whether the borrowing is to . All Term Loans initially shall be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar made as ABR Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof (or, if the then Available unused Tranche A Term Loan Commitments are of all Tranche A Term Loan Lenders aggregate less than $10,000,0001,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of . Any Term Loans which are made on the Closing Date and the Borrower may not make more than five be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the earlier of (5a) drawings thereafter under the Term Loan Commitmentdate which is 60 days after the Closing Date and (b) the date upon which the Administrative Agent determines (in good faith) that the syndication of the Commitments is complete. Upon receipt of any such Borrowing Notice from the Borrower, notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M.Not later than 12:00 Noon, New York City time, on the requested Borrowing Date requested by the Borrower in funds immediately each Term Loan Lender shall make available to the Administrative Agent. Such borrowing will then Agent at its office specified in Section 10.2 an amount in immediately available funds equal to the Term Loan or Term Loans to be made available to the Borrower by the such Lender. The Administrative Agent crediting 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 Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateimmediately available funds.

Procedure for Term Loan Borrowing. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an Lender irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent Lender prior to 10:00 A.M., New York City time11:00 A.M. (local time at the Payment Office of the Lender), (a) three Business Days prior to the requested Borrowing Revolving Termination Date, if all or any part in the case of the requested Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to the requested Borrowing Revolving Termination Date, otherwisein the case of Prime Rate Loans), requesting that the Lender make the Term Loans on the Revolving Termination Date and specifying (i) the amount and Type of Term Loan to be borrowed, and (ii) in the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the amount respective amounts of each such Eurodollar Type of Term Loans and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under If the aggregate principal amount of the Term Loan Commitments Loans is to be equal to or less than the aggregate principal amount of the Revolving Loans then outstanding, the Term Loans shall be in an made without any payment being made by the Lender, and the Borrower shall pay any difference to the Lender on the Revolving Termination Date. If the aggregate principal amount of the Term Loans is to be greater than the aggregate principal amount of the Revolving Loans then outstanding, the Term Loans shall be made by the Lender making available no later than 11:00 A.M. (local time at the Payment Office of the Lender) on the Revolving Termination Date the amount equal to $10,000,000 or a whole multiple of $100,000 in such excess thereof (orat the Lender's Payment Office, if the then Available Term Loan Commitments are less than $10,000,000, by depositing such lesser amount), subject funds to the provisions of Section 2.12; providedBorrower's account at such Payment Office, that or by wire transferring such funds to such other account in another financial institution located in the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower United States as may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, on the Borrowing Date requested be designated by the Borrower in funds immediately available writing to the Administrative AgentLender. Such borrowing will then be made available Promptly after receipt of the Term Note evidencing the Term Loans, the Lender shall mark the Revolving Note "cancelled" and deliver the same to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateBo▇▇▇▇er.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Borrowing Closing Date requested by and specifying the Borrower in funds immediately amount to be borrowed and whether the Term Loans will initially be LIBO Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Term Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made available to the Borrower by the such Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in Section 2.09, Section 2.10 and Section 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this Section 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan Lenders and by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in like funds as received accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Administrative AgentBorrower. Any Subject to the other provisions of this Section 2.03 and the provisions of Section 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Commitments outstanding Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 69 Effective Date each Additional Term B-56 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-56 Loan Extended Borrowing Date to be made by such Additional Term B-56 Lender pursuant to its Additional Term B-56 Commitment. The Administrative Agent shall be cancelled credit the account of the Borrower on the books of such dateoffice of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-56 Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower may To borrow under Initial Term Loans on the Term Loan Commitments during the Term Loan Commitment Period on any Business DayClosingFourth Amendment Effective Date, provided, that the Borrower shall give the Administrative Agent an irrevocable notice by submitting a Borrowing Notice Request (which notice 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, if all or any part in the case of Term Benchmark Loans; provided, that such notice may be received by the requested Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior to the ClosingFourth Amendment Effective Date for a Term Loans are Benchmark Borrowing to be initially Eurodollar Loans made on the ClosingFourth Amendment Effective Date, or (b) one Business Day prior to the requested Borrowing Date, otherwisein the case of ABR Loans), specifying (i) the amount and Type of Initial Term Loans to be borrowed, and (ii) in the requested Borrowing Date, (iii) whether the borrowing is to be case of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Term Benchmark Loans, the amount respective amounts of each such Eurodollar Loans Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to (x) in the case of ABR Loans, $10,000,000 1,000,000 or a whole multiple thereof and (y) in the case of Term Benchmark Loans, $5,000,000, or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitmentthereof. Upon receipt of any such Borrowing Notice Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Each Term Loan Lender (other than a Continuing Lender (as defined in the Fourth Amendment)) will make the amount of its Term Loan applicable Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 applicable Funding Office prior to 11:00 A.M.10:30 a.m., New York City time, on the Borrowing Date in respect of such Commitments requested by the such Borrower 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 on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such date.

Procedure for Term Loan Borrowing. (a) The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day, provided, that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each Term Loan Lender will make the amount of its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Borrowing Closing Date requested by and specifying the Borrower in funds immediately amount to be borrowed and whether the Term Loans will initially be Term Benchmark Loans or Prime Rate Loans (and, if Term Benchmark Loans, the Interest Period for such Term Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Term B Loan to be made available to the Borrower by the such Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) Except as set forth in Section 2.09, Section 2.10 and Section 2.11, Term Loans shall be either Prime Rate Loans or Term Benchmark Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this Section 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan Lenders and by causing any lending office of such Lender to make such Term Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in like funds as received accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Administrative AgentBorrower. Any Subject to the other provisions of this Section 2.03 and the provisions of Section 2.11, Borrowings of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of Term Benchmark Loans may be outstanding at any time. (c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Commitments outstanding Amendment. (d) [Reserved]. (e) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 11 Effective Date each Additional Term B-7 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-7 Loan Extended Borrowing to be made by such Additional Term B-7 Lender pursuant to its Additional Term B-7 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term B-7 Lender in immediately available funds. (f) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 12 Effective Date each Amendment No. 12 Term Lender shall be cancelled on such date.make available to the Administrative Agent at the Funding Office an amount

Procedure for Term Loan Borrowing. The Borrower may borrow under hereby requests an Initial Term Loan borrowing on the Effective Date in an amount equal to the aggregate amount of the Term Loan Commitments during of the Term Loan Commitment Period Lenders. Each Term Loan Lender will make the amount of its pro rata share of the Initial Term Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 11:00 A.M., New York City time, on the Effective Date in Dollars and in funds immediately available to the Administrative Agent. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent by 12:00 Noon, New York City time, on the Effective Date, with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. The Borrower may also request the Term Loan Lenders to make Refinancing Term Loans on any Business DayDay on or prior to the fourth anniversary of the Effective Date, provided, provided that (x) the Borrower may only request up to three borrowings of Refinancing Term Loans hereunder and (y) the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice notice (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile) and must be received by the Administrative Agent prior to 10:00 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Refinancing Term Loans are to be initially Eurodollar Loans Loans, or (b) one Business Day prior to on the requested Borrowing Date, otherwise), ) specifying (i) the requested amount to be borrowedof Refinancing Term Loans and the requested Refinancing Date, (ii) the requested Borrowing Date, (iii) whether the borrowing is to Refinancing Term Loans will be of Eurodollar Loans, Base Rate ABR Loans or a combination thereof and (iviii) if the borrowing is such Refinancing Term Loans are to be entirely or partly of Eurodollar Loans, the amount of such Eurodollar Loans and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Term Loan Commitments shall be in an amount equal to $10,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Term Loan Commitments are less than $10,000,000, such lesser amount), subject to the provisions of Section 2.12; provided, that the Borrower shall draw a minimum of $50,000,000 of Term Loans on the Closing Date and the Borrower may not make more than five (5) drawings thereafter under the Term Loan Commitment. Upon receipt of any such Borrowing Notice notice from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Each On the requested Refinancing Date, each Term Loan Lender will make shall be deemed to have made a Refinancing Term Loan to the Borrower in an amount of equal to its Term Loan Commitment Percentage of each borrowing available to the Administrative Agent for aggregate amount of Refinancing Term Loans requested on such Refinancing Date, which shall not exceed the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower 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 on the books unpaid principal amount of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent. Any Lender's Initial Term Loan Commitments outstanding on the Term Loan Extended Borrowing Date shall be cancelled on such dateLoan.