Common use of Procedure for Borrowing Loans Clause in Contracts

Procedure for Borrowing Loans. (a) The Borrower may borrow Loans on the Closing Date and each applicable Increase Effective Date; provided that the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m., (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each Borrowing of ABR Loans shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of Closing Date Loans, each Lender will make the amount of its Commitment Percentage of the Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. In the case of any Incremental Loans to be made after the Closing Date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.

Procedure for Borrowing Loans. (a) The Borrower may borrow additional Loans on the Closing Date and each applicable Increase Effective Date; provided that the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent (1) prior to 11:00 a.m., (a) a.m. three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b2) prior to 12:00 p.m. on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each Borrowing of ABR Loans shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of Closing Date Loans, each Lender will make the amount of its Commitment Percentage of the Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. In the case of any Incremental Loans to be made after the Closing Effective Date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.

Procedure for Borrowing Loans. (a) The Borrower may borrow Loans on the Closing Date and each applicable Increase Effective Date; provided that the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m., (a) three (3) Business Days prior to the requested Borrowing Date (or, in the case of the Borrowing Notice delivered in respect of the Closing Date Loans borrowed on the Closing Date, if all or any part of the requested Loans are prior to be initially Eurodollar Loans or 12:00 p.m., two (b2) on Business Days prior to the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four five (45) Business Days prior to the requested date of such Borrowing of Eurodollar LoansBorrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three four (34) Business Days before the requested date of such Borrowing of Eurodollar LoansBorrowing, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, and (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each Borrowing of ABR Loans shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $£5,000,000 or a higher integral multiple of $£1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of Closing Date Loans, each Lender will make the amount of its Commitment Percentage of the Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 not later than 12:00 p.m. Eastern time. In the case of any Incremental Loans to be made after the Closing Date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 not later than 12:00 p.m. Eastern time. Such Borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.

Procedure for Borrowing Loans. (a) The Borrower Toy Biz may borrow request a borrowing from time to time under the Aggregate Commitment prior to the Termination Date on any Business Day (if the Loans to be borrowed are Alternate Base Rate Loans) or on any Working Day (if the Closing Date and each applicable Increase Effective Date; provided that the Borrower shall give Loans to be borrowed are Eurodollar Loans) by giving irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m., (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify specifying (i) the aggregate principal amount to be borrowed, (ii) the requested Borrowing Dateborrowing date, (iii) whether the Borrowing is Loans to be of borrowed are to be Eurodollar Loans, ABR Loans or Alternate Base Rate Loans or a combination thereof and, if a combination, the respective aggregate amount of each type of borrowing and (iv) if the Borrowing is Loans to be entirely borrowed are Eurodollar Loans, the length of the Interest Period or partly Interest Periods applicable thereto. Any such notice of borrowing must be signed by a Responsible Officer of Toy Biz and be received by the Administrative Agent prior to 11:00 A.M., New York City time, three Working Days prior to the requested borrowing date, in the case of Eurodollar Loans, and one Business Day prior to the respective amounts requested borrowing date, in the case of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Alternate Base Rate Loans. Each Borrowing of ABR Loans borrowing under the Commitments shall be in an aggregate principal amount equal to the lesser of (x) $1,500,000 or a whole multiple of $500,000 in excess thereof (in the case of Eurodollar Loans) or $1,000,000 or a higher integral whole multiple of $100,000, and each Borrowing 100,000 in excess thereof (in the case of Eurodollar Loans shall be in an amount equal to $5,000,000 Alternate Base Rate Loans) or a higher integral multiple of $1,000,000(y) the Available Commitment. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall will promptly notify each Lender Bank thereof. In the case of Closing Date Loans, each Lender Each Bank will make the amount of its Commitment Percentage of the Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for at the account office of the Borrower Administrative Agent specified in subsection 10.2 (or at such other location as the Administrative Agent’s Office prior Agent may direct), by 1:00 P.M., New York City time, on the requested borrowing date, an amount equal to 1:00 p.m. In the case Commitment Percentage of any Incremental such Bank times the aggregate amount of Loans requested to be made after the Closing Dateborrowed on such date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date in funds immediately available to the Administrative Agent in Same Day Funds for the account Agent. The proceeds of the Borrower at Loans received by the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then Agent hereunder shall promptly be made available to Toy Biz by the Borrower Administrative Agent's crediting the account of Toy Biz, at the office of the Administrative Agent specified in subsection 10.2, with the aggregate amount actually received by the Administrative Agent either from the Banks and in like funds as received by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such BorrowingAgent.

Procedure for Borrowing Loans. (a) The Borrower may borrow Loans Representative (on behalf of the Closing Date and each applicable Increase Effective Date; provided that the Borrower Borrowers) shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent irrevocable notice, substantially in the form of a Borrowing Notice. Each Exhibit H or such Borrowing Notice must other form as may be received approved by the Administrative Agent prior to 11:00 a.m.(including (x) any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and (y) by written notice), (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part appropriately completed and signed by a Responsible Officer of the requested Loans are to be initially Eurodollar Loans or Borrower Representative (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable which notice must be received by the Administrative Agent not no later than 11:00 a.m. four (4A) 1:00 p.m. (New York City time), one Business Days Day prior to the requested date anticipated Closing Date, in the case of such Borrowing of Eurodollar ABR Loans, whereupon or (B) 11:00 a.m. (New York City time), one Business Day prior to the anticipated Closing Date, in the case of Eurocurrency Loans, in each case or such shorter period as the Administrative Agent reasonably shall give prompt notice to agree) requesting that the Lenders of such request make the Initial Loans on the Closing Date and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing DateType of Loan, (iii) whether the Borrowing is to be of Eurodollar Loansapplicable Interest Period, ABR Loans or a combination thereof and (iv) if instructions for remittance of the Borrowing is Loans to be entirely or partly of Eurodollar Loansborrowed. Notwithstanding the foregoing, such notices may be conditioned on the respective amounts of each such Type of Loan and the respective lengths occurrence of the initial Interest Periods for Closing Date or, with respect to Loans borrowed after the Closing Date, may be conditioned on the occurrence of any transaction utilizing such Eurodollar Loans. Each Borrowing of ABR Loans shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of Closing Date Loans, each Lender will make the amount of its Commitment Percentage of the Borrowing to be made Not later than 4:00 p.m. (New York City time) on the Closing Date Date, each such Lender shall make available to the Administrative Agent an amount in Same Day Funds for immediately available funds equal to the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. In the case of any Incremental Loan or Loans to be made after the Closing Date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. by such Lender. Such Borrowing borrowing will then be made available to the Borrower Borrowers by the Administrative Agent either crediting such account or by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, as is designated in each case in accordance with instructions provided writing to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure Borrower Representative (or as otherwise directed by the Borrower Representative), with the aggregate of any Lender the amounts made available to make a Loan to be made the Administrative Agent by it the Lenders and in like funds as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowingreceived by the Administrative Agent.

Procedure for Borrowing Loans. (a) The Borrower may borrow additional Loans on the Closing Date and each applicable Increase Effective Date; provided that the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent (1) prior to 11:00 a.m., (a) a.m. three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b2) prior to 12:00 p.m. on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each Borrowing of ABR Loans shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of Closing Date Loans, each Lender will make the amount of its Commitment Percentage of the Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. In the case of any Incremental Loans to be made after the Closing Date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.

Procedure for Borrowing Loans. (a) The Borrower may borrow shall deliver to the Administrative Agent a Borrowing Request, not later than 11:00 a.m., New York City time, one Business Day before the anticipated Closing Date requesting that the Lenders make the Loans on the Closing Date and each applicable Increase Effective Date; provided . Such Borrowing Request may state that it is conditioned upon one or more conditions precedent, including the Borrower shall give irrevocable notice to closing of the Administrative AgentAcquisition, in which case such Borrowing Request may be given by (A) telephone revoked or (B) a automatically terminated if such conditions are not satisfied. The Borrowing Notice, provided that any telephonic notice Request must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m., (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the principal amount of the 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 Loans to be of Eurodollar Loansborrowed, ABR Loans or a combination thereof and (iv) if in the Borrowing is to be entirely or partly case of a Eurodollar LoansBorrowing, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each Borrowing of ABR Loans Period to be applicable thereto, which shall be in an amount equal a period contemplated by the definition of the term “Interest Period” and (v) the location and number of the account(s) to $1,000,000 or a higher integral multiple which funds are to be disbursed, which shall comply with the requirements of $100,000Section 2.8. If no election as to the Type of Borrowing is specified, and each then the requested Borrowing of Eurodollar Loans shall be in a Eurodollar Borrowing with an amount equal Interest Period of one month’s duration. If no Interest Period is specified with respect to $5,000,000 or a higher integral multiple any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of $1,000,000one month’s duration. Upon receipt of any such notice from the BorrowerBorrowing Request, the Administrative Agent shall promptly notify each Lender thereof. In Not later than 9:00 a.m., New York City time (or, if later, promptly following the case of Closing Date Loans, each Lender will make the amount of its Commitment Percentage satisfaction of the Borrowing conditions precedent to be made the initial extension of credit hereunder set forth in Section 4.1), on the Closing Date each Lender shall promptly thereafter make available to the Administrative Agent an amount in Same Day Funds for immediately available funds equal to the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. In the case of any Incremental Loans to be made after by such Lender. The Administrative Agent shall make available to the Closing Date, each applicable Increasing Lender will make Borrower the amount of its applicable Incremental Commitment aggregate of the Incremental Loans to be amounts made on the relevant Increase Effective Date available to the Administrative Agent by the Lenders, in Same Day Funds for the account of the Borrower at like funds as received by the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.

Procedure for Borrowing Loans. (a) The Borrower may borrow Loans on the Closing Effective Date and each applicable Increase Effective Date; (if a Business Day), provided that the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, (ai) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Eurocurrency Loans or (bii) on the Business Day which is the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided), however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four specifying (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (iA) the aggregate amount to be borrowed, (iiB) the requested Borrowing Date, (iiiC) whether the Borrowing is to be of Eurodollar Loans, Eurocurrency Loans or ABR Loans or a combination thereof thereof, and (ivD) if the Borrowing borrowing is to be entirely or partly of Eurodollar Loans, Eurocurrency Loans the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each Borrowing of ABR Loans shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of Closing Date Loans, each Each Lender will make the amount of its Commitment Percentage pro rata share of the Borrowing to be made on the Closing Date each such borrowing available to the Administrative Agent in Same Day Funds for the account of the Borrower at the office of the Administrative Agent’s Office Agent specified in Section 10.2 prior to 1:00 p.m. In the case of any Incremental Loans to be made after the Closing DateP.M., each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made New York City time on the relevant Increase Effective Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. . Such Borrowing borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America such office with the amount aggregate of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided the amounts made available to (and reasonably acceptable to) the Administrative Agent by the BorrowerLenders and in like funds as received by the Administrative Agent. The failure Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Lender to make a Loan to be made by it the Lenders as part requested by a Responsible Officer of the Borrower to any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowingthe accounts designated in the Disbursement Instruction Agreement.

Procedure for Borrowing Loans. (a) The Subject to the terms and conditions set forth herein, the Borrower may borrow Loans on the Closing Date and each applicable Increase Effective Date; provided that the Borrower shall give Date upon irrevocable written notice to the Administrative Agent, in substantially the form of Exhibit H (or any other form reasonably acceptable to the Administrative Agent), which may be given by telephone (A) telephone promptly confirmed in writing), facsimile or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent electronic mail of a Borrowing Noticeeach borrowing. Each such Borrowing Notice notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the Borrowing borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans. Each Borrowing borrowing of ABR Loans shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Lender thereof. In the case of Closing Date Loans, each Lender will make the amount of its Commitment Percentage of the Borrowing borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. p.m., New York City time, in funds immediately available to the Administrative Agent. In the case of any Incremental Loans to be made after the Closing Date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing p.m., New York City time, in funds immediately available to the Administrative Agent. Each such borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America such office with the amount aggregate of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided the amounts made available to (and reasonably acceptable to) the Administrative Agent by the BorrowerLenders and in like funds as received by the Administrative Agent. The failure of any Lender to make a Loan to be made by it as part of any Borrowing borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowingborrowing.

Procedure for Borrowing Loans. (a) The Borrower may borrow Loans under the Commitments during the Commitment Period on the Closing Date and each applicable Increase Effective Date; provided that the any Business Day. The Borrower shall give the Agent an irrevocable notice to the Administrative Agent, (which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m.1:00 p.m., New York City time, (ai) three (3) Business Days prior to the requested Borrowing Dateborrowing date, if all or any part of the requested Loans are Borrowing is to be initially comprised of Eurodollar Loans Loans, or (bii) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days Day prior to the requested date of borrowing date, otherwise), specifying for each Borrowing in such Borrowing of Eurodollar Loansrequest, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (ia) the amount to be borrowed, (iib) the requested Borrowing Dateborrowing date, (iiic) whether the Borrowing is to be of Eurodollar Loans, Loans or ABR Loans or a combination thereof and (ivd) if the requested Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods for such Eurodollar LoansPeriod therefor. Each Borrowing shall, subject to the requirements of ABR Loans shall Section 2.06, be in an amount equal to $1,000,000 10,000,000 or a higher integral whole multiple of $100,000, and each Borrowing of Eurodollar Loans shall be 1,000,000 in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of Closing Date Loans, each Each Lender will make the amount of its Commitment Applicable Percentage of the each Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office office of the Agent most recently designated by it for such purpose by notice to the Lenders prior to 1:00 p.m. In the case of any Incremental Loans to be made after the Closing Date12:00 noon, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made New York City time, on the relevant Increase Effective Date borrowing date requested by the Borrower in funds immediately available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. . Such Borrowing will then immediately be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America such office with the amount aggregate of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided the amounts made available to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made Lenders and in like funds as received by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowingthe Agent.