Procedure for Term Loan Borrowing Clause Samples

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be ABR 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. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

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

Procedure for Term Loan Borrowing. (a) The Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, New York City time, three Business Days prior to the Closing Date, in the case of Term Benchmark Loans or (ii) prior to 12:00 Noon, New York City time, one Business Day prior to the Closing Date, in the case of ABR Loans) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. On the Closing Date, all Existing Term Loans shall be deemed repaid (including for purposes of Section 2.21 of the Previous Credit Agreement) and such portion thereof that were ABR Loans shall be reborrowed as Tranche A Term Loans that are ABR Loans by the Parent Borrower and such portion thereof that were “Eurocurrency Loans” (as defined in the Previous Credit Agreement) shall be reborrowed as Tranche A Term Loans that are Term Benchmark Loans by the Parent Borrower. (b) Not later than 12:00 Noon, New York City time, on the Closing Date, each Tranche A Term Loan Lender shall advance funds to the Administrative Agent as shall be required to (i) repay the Existing Term Loans of the Existing Term Loan Lenders (A) that are not Lenders as of the Closing Date or (B) whose Tranche A Term Loan Commitments are less than their respective outstanding Existing Term Loans as of the Closing Date and (ii) make new Tranche A Term Loans in an amount equal to the balance of the Tranche A Term Loan Commitment held by such Lender such that each Term Loan Lender’s share of outstanding Term Loans on the Closing Date is equal to its Tranche A Term Loan Percentage (after giving effect to the Closing Date). The Administrative Agent shall make available to the Parent Borrower the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders pursuant to clause (ii) of the preceding sentence by promptly remitting in immediately available funds the amounts so received to the account of the Parent Borrower specified by the Parent Borrower in the applicable irrevocable notice specified above.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 a.m., New York City time, one Business Day prior to the anticipated Closing Date requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be ABR Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, 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 that is 30 days after the Closing Date. 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. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such Borrowing, may be revoked by the Borrower in a written notice to the Administrative Agent) notice (which notice must be received by the Administrative Agent (a) prior to 12:00 p.m. (Noon), Local Time, three Business Days prior to the Closing Date, in the case of LIBOR Loans or (b) prior to 12:00 p.m. (Noon), Local Time, one Business Day prior to the Closing Date, in the case of ABR Loans or, in each case, such later date and time as the Administrative Agent may agree) requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Closing Date and specifying the amount to be borrowed. Such notice may be substantially in the form of Exhibit I or in such other form as the Borrower and the Administrative Agent may agree. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. Not later than 12:00 p.m. (Noon), Local Time, on the Closing Date each Tranche A Term Loan Lender shall make available to the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Tranche A Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Borrower specified by the Borrower in the applicable irrevocable notice specified above.

Procedure for Term Loan Borrowing. (a) The U.S. Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time), (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans (and accompanied by a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent) and (b) the date of the proposed Borrowing Date, in the case of ABR Loans requesting that the U.S. Term A Lenders make the U.S. Term A Loans on the Restatement Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each U.S. Term A Lender thereof. Not later than 12:00 Noon, New York City time, on the Restatement Effective Date each U.S. Term A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the U.S. Term A Loan or U.S. Term A Loans to be made by such Lender. The Administrative Agent shall credit the account of the U.S. Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the U.S. Term A Lenders in immediately available funds. (b) The Canadian Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time), (a) three Business Days prior to the requested Borrowing Date, in the case of CDOR Loans and (b) the date of the proposed Borrowing Date, in the case of Canadian Prime Rate Loans requesting that the Canadian Term A Lenders make the Canadian Term A Loans on the Restatement Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Canadian Term A Lender thereof. Not later than 12:00 Noon, New York City time, on the Restatement Effective Date each Canadian Term A Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Canadian Term A Loan or Canadian Term A Loans to be made by such Lender. The Administrative Agent shall credit the account of the Canadian Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Canadian Term A Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit K-1 (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time, on the Business Day prior to the anticipated Closing Date) requesting that the Tranche A Term Lenders make the Tranche A Term Loans and the Tranche B Lenders make the Tranche B Term Loans, in each case on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be ABR Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each such Term Lender thereof. Not later than 3:00 P.M., New York City time, on the Closing Date each such 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. The Administrative Agent shall credit the account designated in writing by the Borrower to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by such Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be ABR Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, 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 earlier of (i) the date the Administrative Agent determines that the primary syndication of Term Loans has been completed or (ii) the date that is 30 days after the Closing Date. 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. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (a) 12:00 Noon, New York City time, three Business Days prior to the anticipated Closing Date, in the case of Eurocurrency Loans, or (b) 10:00 A.M., New York City time, on the day of the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. 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. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.